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EUROSPORTS GLOBAL ANNUAL REPORT 2017
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
CONTENTS AND FEATURES
01 Corporate Profile
Executive Team
Our Brands and Our Values
Financial Highlights
Corporate Structure
Operating and Financial Review
Milestones
Corporate Social Responsibility
Joint Letter to our Shareholders
Corporate Information
Board of Directors
Financial Report 2017
This document has been prepared by the Company and its contents have been reviewed by the Company’s sponsor, CIMB Bank Berhad, Singapore Branch (the “Sponsor”) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), this being the SGX-ST Listing Manual Section B: Rules of Catalist. The Sponsor has not independently verified the contents of this document.
This document has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.
The contact person for the Sponsor is Mr. Eric Wong, Director, Investment Banking, Singapore. The contact particulars are 50 Raffles Place, #09-01, Singapore Land Tower, Singapore 048623, Telephone: +65 6337 5115.
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Lamborghini | Urus
EUROSPORTS GLOBAL ANNUAL REPORT 2017
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In Singapore, our Group is the only authorised dealer for
Lamborghini automobiles since 2001 and the exclusive
distributor of Alfa Romeo automobiles since 2004. We
also carry other high-end automobile brands including
Pagani as well as customised automobiles supplied by
Touring Superleggera.
In addition to new ultra-luxury automobiles and luxury
automobiles, EuroSports operates an automobile leasing
business and retails pre-owned automobiles through
our 60%-owned subsidiary, AutoInc EuroSports Pte.
Ltd. (“AutoInc EuroSports”) as an ancillary business that
complements our automobile distribution business. Our
services include sales of automobile parts and accessories
and we operate the only authorised service centre in
Singapore for all the automobile brands we carry.
On top of its luxury automobile distribution and related
businesses, the Group also has the exclusive distributorship
rights for the deLaCour brand of watches for Singapore,
Malaysia, Indonesia, Thailand and Brunei. In Singapore, we
retail the watches at our watch boutique at Wisma Atria.
We also have an appointed local distributor, PT Eurobutik
Bangun Indonesia, in Jakarta, Indonesia.
In May 2016, the Group acquired a new motoring product
and renamed it Ultimate Drive EuroSports Pte. Ltd., which
comprises Ultimate Drive Club – a membership-based
supercar club; and, Ultimate Experience, which provides
short term rental of supercars to tourists and for special
occasions.
In the long term, we will also diversify into other businesses
and markets.
CORPORATE PROFILE
EUROSPORTS GLOBAL
LIMITED (“EUROSPORTS”,
OR TOGETHER WITH
ITS SUBSIDIARIES, THE
“GROUP”) IS A LEADING
LUXURY LIFESTYLE
COMPANY IN SINGAPORE
SPECIALISING IN
THE BUSINESS OF
DISTRIBUTION OF ULTRA-
LUXURY AUTOMOBILES
AND LUXURY
AUTOMOBILES AND THE
SALES OF RELATED PARTS
AND SERVICES.
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CORPORATE PROFILE
Lamborghini | Huracán Performante
deLaCour | Reflect Chrono Skeleton
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
OUR BRANDS AND OUR VALUES
We place great emphasis on
understanding the needs of our
customers and providing them with the
quality service standards they expect.
Our Motto is “Walk in as a Customer,
Walk out as a Friend” and this
encompasses the values and philosophy
by which we operate.
OUR VALUES
OUR MOTTO
WE AIM TO PROVIDE PERSONALISED AND ATTENTIVE CUSTOMER SERVICE, FROM THE PURCHASING STAGE TO THE POST-PURCHASING STAGE.
OUR BRANDS AND OUR VALUES
LUXURY WATCHES
AUTOMOTIVE EXPERIENCES
AUTOMOBILES
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
EURO AUTOMOBILE PTE. LTD.Trading and distribution
of automobiles and
automobile related
parts and accessories
CORPORATE STRUCTURE
CORPORATE STRUCTURE
100%
60%49%
100%
100%
100%
100%SPANIA GTA ASIA PACIFICPRIVATE LTD.Trading and
distribution of
automobiles
and automobile
related parts and
accessories
ULTIMATEDRIVEEUROSPORTS PTE. LTD.Membership
fee- based
supercar club and
short term rental of
premium sports car
EUROSPORTS AUTO PTE LTDTrading and
distribution of
automobiles and
automobile related
parts and accessories
AUTOINC EUROSPORTS PTE. LTD.Trading of pre-owned
sports and luxury
automobiles
DELACOUR ASIA PACIFIC PTE. LTD.Trading and distribution
of watches and
related accessoriesEXQUISITE MARQUES HOLDING PTE. LTD.One-stop shop automobile
service and enhancement
centre for premium and
other luxury car brands
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RAISING THE BAR
LAMBORGHINI ADDED ONE NEW MODEL
EACH TO ITS HURACÁN AND AVENTADOR
FAMILY IN 2016 / 2017.
The new Huracán Performante has reworked the concept of super sports
cars and taken the notion of performance to levels never seen before. The
vehicle has been re-engineered in its entirety, with regard to its weight,
engine power, chassis and above all by introducing an innovative system of
active aerodynamics: Aerodinamica Lamborghini Attiva (ALA).
The new Aventador S Coupé which shows off the exclusive Lamborghini
design and new V12 engine with a whopping 740 HP now join the
most sophisticated technology of the range, featuring the new LDVA
(Lamborghini Dinamica Veicolo Attiva/Lamborghini Active Vehicle
Dynamics), which offers an unparalleled driving experience to all those
who honour their egos by challenging themselves every day.
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LAMBORGHINI
LAMBORGHINI
HURACÁN
AVENTADOR
PERFORMANTE
S COUPE
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THE ULTIMATE EXPERIENCE
ULTIMATE DRIVE EUROSPORTS PTE. LTD.
OFFERS CAR ENTHUSIASTS THE MOST
MEMORABLE DRIVING EXPERIENCE.
Whether it is thrill driving you are looking for, or wanting to impress a
business partner, or being chauffeured in elegance on your wedding day,
we have a fleet of luxury cars and super marques that can satisfy any
experience you may desire. Besides cars, we also provide customers with
options of superbikes and luxury yachts.
EUROSPORTS GLOBAL ANNUAL REPORT 2017
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
ULTIMATE DRIVE
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NEW HOME
BY THE END OF 2017, EUROSPORTS
GLOBAL WILL BE MOVING TO NEW
PREMISES AT 24 LENG KEE ROAD.
Our ground floor showroom will house our Lamborghini showroom
as well as our Alfa Romeo showroom. On the eighth floor will be
workshops for both brands.
EUROSPORTS GLOBAL ANNUAL REPORT 2017
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ARTIST’SIMPRESSION
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Acquired existing premises at 30 Teban Gardens Crescent and established showrooms and service centres
Celebrated the delivery of the 100th Lamborghini in Singapore
Awarded “Best Sales Performance 2008” by the Lamborghini manufacturer
Marked the 10th anniversary of Lamborghini dealership
• Secured the Alfa Romeo distributorship in Singapore and launched showroom and service centre
• Expanded and refurbished Lamborghini showroom and service centre in anticipation of a growth in sales of Lamborghini automobiles
Awarded “Certificate of Achievement for the 2005 Results Obtained in Sales and Service” by the Lamborghini manufacturer
EUROSPORTS GLOBAL ANNUAL REPORT 2017 MILESTONES
MILESTONES
2012
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2004
2005 2003
2011
Secured the following dealership/ distributorship:
• deLaCour brand of watches, jewellery and accessories (exclusive distributorship) in Singapore, Malaysia, Indonesia, Thailand and Brunei
• Pagani automobiles (exclusive dealership) in Singapore and Malaysia
• Touring Superleggera automobiles (exclusive distributorship) in Singapore, Malaysia, Brunei, Indonesia and PRC (non-exclusive distributorship in PRC)
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EuroSports Auto was incorporated and started distributing Lotus automobiles
Launched Lotus showroom and service centre
• Started distribution of Lamborghini automobiles
• Launched Lamborghini showroom and service centre
• Successfully launched our IPO on 17 January 2014
• Successfully completed the Sales and Leaseback Arrangement regarding our premises at 30 Teban Gardens Crescent on 17 March 2014
• Acquired a 60% stake in a new subsidiary specialising in the trading of pre-owned sports and luxury automobiles in August 2014 and renamed it AutoInc EuroSports Pte. Ltd.
• Set up boutique to retail deLaCour watches at Wisma Atria and launched the new Lamborghini Huracán model
Set up new Lamborghini display and retail store at Suntec City Mall and launched a variant of the Lamborghini Huracán model
Incorporated Ultimate Drive EuroSports Pte. Ltd., a new motoring product catering to supercar enthusiasts
• Incorporated Prosper Auto Pte. Ltd. for the purpose of distribution of automobiles and related products
• Entered into a non-binding memorandum of understanding with Hong Kong-based SS Ventures Limited, operator of “Fly Taxi” – a mobile application for taxi-hailing services in Hong Kong
• Purchase of “Exquisite Marques”, a one-stop shop automobile service and enhancement centre for premium and other luxury car brands
START
EUROSPORTS GLOBAL ANNUAL REPORT 2017 MILESTONES
2002
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1999
2015
2017
2016
2014
1998
• Formally entered into an agreement with the Lamborghini manufacturer to secure the Lamborghini dealership in Singapore
• Established Massa Auto (S) Pte. Ltd. (now known as EuroAutomobile) for the purpose of securing the Alfa Romeo distributorship
• Launched 2 new Lamborghini models – Huracan Performante & Aventador S
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
Dear Shareholders
Having just closed the
financial year ended 31
March 2017 (“FY2017”),
we are pleased to give
you a roundup of the
developments in our Group during
the year where we pursued plans and
strategies that we believe would help
us to build a sustainable business.
CORPORATE UPDATESIn April 2016, we incorporated a
new subsidiary under the name
of Ultimate Drive EuroSports Pte.
Ltd. (“UDE”). It has given us a new
revenue stream in FY2017 through
two experiential services – Ultimate
Drive Club (“UD Club”) and Ultimate
Drive Experience (“UD Experience”).
UD Club generates its revenue
through the sale of one to three years
membership during which members
are allocated points that they can use
to access the club’s fleet of luxury
cars including a Lamborghini Huracán
LP610-4, Lamborghini Gallardo
Spyder, Ferrari California, Rolls-Royce
Ghost, Porsche 911 and McLaren
MP4-12c. Meanwhile, UD Experience
generates its revenue through the
short-term rental of supercars to
tourists who may want to experience
driving around Singapore’s Night
Race F1 circuit or to locals for special
occasions and corporate events.
In February 2017, our 60%–owned
subsidiary Autoinc EuroSports Pte.
Ltd. completed a transaction that
enabled the Group to expand into the
independent automobile workshop
business under the established
homegrown brand “Exquisite
Marques”. This business provides
servicing for other luxury marques
which we believe enlarges EuroSports’s
high net worth customer base.
In April 2017, we entered into a
non-binding memorandum of
understanding to acquire Hong
Kong-based SS Ventures Limited
(“SS Ventures”), which is principally
engaged in the development,
improvement and maintenance
of a comprehensive and user-
friendly online solution for taxi
hailing services. SS Ventures aims
to provide a safe platform that
efficiently connects passengers with
government licensed taxis and is
currently the operator of “Fly Taxi”,
a mobile application for taxi-hailing
services in Hong Kong.
JOINT LETTER TO OUR SHAREHOLDERS
JOINT LETTER TO OUR SHAREHOLDERS
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
In the meantime, we are also looking
forward to the end of 2017 when we
will be moving our Lamborghini and
Alfa Romeo showrooms to brand new
premises on the ground floor of 24
Leng Kee Road and the workshops on
the eighth floor. We are excited about
our new location which is along the
automotive belt of Singapore as we
believe it will bring us greater visibility.
YEAR IN REVIEWIn recent years, our business has
been affected by weak economic
conditions, which had led to poor
consumer sentiment. Despite the
unceasing efforts of our sales team,
we observed more cautious spending
among our clients in FY2017.
During the financial year, the Group’s
revenue fell 17.5% year-on-year
(“YOY”) to S$52.4 million as compared
to S$63.5 million generated in the
previous corresponding 12 months
(“FY2016”). In line with the lower sales
generated, loss attributable to owners
of the Company was S$7.97 million in
FY2017 as compared to S$4.50 million
in FY2016.
On a segmental basis, our sale of
automobiles business generated
S$43.08 million in revenue, which is
22.0% less than FY2016. The decline
in overall sales was mainly a result of
fewer new Lamborghini automobiles
sold during the year. In FY2016, we
had sold 31 new vehicles as compared
to 24 in FY2017. Revenue from Sales
of Parts and Services increased
by 19.3% YOY to S$7.22 million in
FY2017 mainly due to the increase in
services provided.
In FY2017, we sold fewer deLaCour
watches with revenue from this
segment falling 62.2% to S$0.85
million. Partially offsetting the
decline from our other business
segments was contribution of S$1.25
million in revenue from our new
subsidiary UDE.
Our bottomline performance was
affected by lower gross profit margins
from the sale of cars and pre-owned
automobiles. We also incurred higher
administrative expenses due to the
increase in depreciation expense
arising mainly from additions of
motor vehicles in UDE in FY2017.
BUSINESS OUTLOOK AND STRATEGIESThe Group expects the next 12
months to be challenging due
to intense competition among
automobile distributors in the small
but mature Singapore market. In
addition, automobile ownership
remains highly regulated in Singapore
and market demand can be adversely
influenced by policies that affect the
affordability of automobile ownership
such as an increase in vehicle
registration fees and financing
restrictions.
In view of the challenging market,
the Group has looked into several
cost cutting measures such as the
voluntary reduction in salaries
for directors and staff and the
termination of the Suntec Showroom.
ANDY GOH
Executive Director and Deputy CEO
MELVIN GOH
Executive Chairman and CEO
JOINT LETTER TO OUR SHAREHOLDERS
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
On a positive note, we are looking
forward to several new automobile
launches in the coming months.
First up is the expected launch of the
2017 Alfa Romeo Giulia in September
2017. U.S. News1 has ranked it third
out of 20 Best Luxury Small Cars
behind the 2017 Audi A4 (1st place)
and the 2017 BMW 4-Series (2nd
place). The publication reviewed
it as having a “sports-car-like
performance” with “exceptionally
sharp handling, with precise steering
and strong brakes” that helps it stand
out from the crowd of German sedans
in the luxury small car class. We are
very excited about the new model as
we believe the sophistication of the
new model will attract new fans.
Next up is the long anticipated launch
of the first Lamborghini Sport Utility
Vehicle, the Lamborghini Urus in
2018. Car enthusiasts all over the
world have been talking about this
model for a very long time and many
of our customers are looking forward
to its unveiling. We are optimistic that
all the excitement will translate into
actual orders for the Group.
Moving forward, we will continue
to explore opportunities to grow
our business. Our strategy is to
extend our distribution network
for our existing products locally
and into other emerging markets
in the region. We will also look into
acquiring existing distributorships
or dealerships for more luxury
products to expand our portfolio as
well as seek out strategic alliances
or joint ventures that we believe
will complement our existing or
future businesses.
ON A POSITIVE NOTE, WE ARE LOOKING FORWARD TO SEVERAL NEW AUTOMOBILE LAUNCHES IN THE COMING MONTHS.
JOINT LETTER TO OUR SHAREHOLDERS
1 http://cars.usnews.com/car-trucks/rankings/upscale-small-cars
Lamborghini | Urus
deLaCour | City Umbra
JOINT LETTER TO OUR SHAREHOLDERS
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
APPRECIATIONIn closing, we would like to express
our appreciation to our business
partners and long-time customers
who have stood by us and supported
us especially in recent years when
conditions have been particularly
challenging for the luxury car market.
We would also like to thank all our
valued shareholders for your trust
in the future of our business. We are
deeply grateful for your patience
and unstinting support all this
time. Special thanks to our staff for
their hard work and dedication to
upholding the high standards of the
brands we serve.
We remain committed to our vision to
be a luxury lifestyle company offering
bespoke products and services and
we will work hard towards this goal.
MELVIN GOHExecutive Chairman and
CEO
ANDY GOHExecutive Director and
Deputy CEO
WE WILL CONTINUE TO EXPLORE OPPORTUNITIES TO GROW OUR BUSINESS. OUR STRATEGY ISTO EXTEND OUR DISTRIBUTION NETWORK FOR OUR EXISTING PRODUCTS LOCALLY AND INTO OTHER EMERGING MARKETSIN THE REGION.
1 http://cars.usnews.com/car-trucks/rankings/upscale-small-cars
Lamborghini | Aventador S Coupé
Alfa Romeo | Giulia
JOINT LETTER TO OUR SHAREHOLDERS
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
MELVIN GOH
ANDY GOH
EXECUTIVE CHAIRMAN AND CEO
EXECUTIVE DIRECTOR AND DEPUTY CEO
Mr Melvin Goh is one of the co-founders of the Group. He was appointed to the Board
as Executive Chairman on 12 December 2012 in addition to his role as CEO. He is
responsible for overall management, formulating the Group’s strategic focus and
direction, developing and maintaining relationships with the suppliers and customers
as well as overseeing the Group’s general operations. Prior to the establishment of
the Group’s wholly-owned subsidiary, EuroSports Auto, he was already engaged in
the automobile industry, working as the Managing Director in Gay Hin Enterprise, the
family-owned business that sold pre-owned automobiles. He has substantial senior
management experience and more than 32 years of experience and industry knowledge
of the automobile industry.
Mr Andy Goh is the other co-founder of the Group. He was appointed to the Board
as Executive Director on 12 December 2012 in addition to his role as Deputy CEO. He
assists the CEO in all matters relating to general management and administration. Prior
to the establishment of the Group’s wholly-owned subsidiary, EuroSports Auto, he was
already engaged in the automobile industry, working as the Executive Director in Gay
Hin Enterprise, the family-owned business that sold pre-owned automobiles. He has
more than 31 years of experience and industry knowledge of the automobile industry.
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BOARD OF DIRECTORS
BOARD OF DIRECTORS
EUROSPORTS GLOBAL ANNUAL REPORT 2017
NG TIAK SOON LEAD INDEPENDENT DIRECTOR
Mr Ng Tiak Soon was appointed as the Group’s Lead Independent Director on 29
November 2013 and re-elected at the last Annual General Meeting on 28 July 2016.
He has more than 32 years of experience in the audit, commercial and industrial
sectors. He retired as Senior Partner from Ernst & Young LLP in June 2005. While
at Ernst & Young, he held various positions including Head of Banking, Head of an
audit group, Partner-in-Charge of audit quality review and Chief Financial Officer. He
is a non-practicing member of the Institute of Singapore Chartered Accountants, a
member of the Association of Chartered Certified Accountants, United Kingdom as
well as a member of the Singapore Institute of Directors. He is currently a Director of
800 Super Holdings Limited.
LIM KIM QUEE INDEPENDENT DIRECTOR
Mr Lim Kim Quee was appointed as the Group’s Independent Director on 29 November
2013 and re-elected at the last Annual General Meeting on 28 July 2016. He has more
than 31 years of experience in the corporate banking industry. He started his career in
DBS Group as a Project Analyst before moving on to various other positions, including
Vice-President of Corporate Banking Division, General Manager of the New York
Agency, General Manager of the Tokyo branch, the Managing Director of International
Department and the CEO of DBS Bank Philippines Inc.. He left DBS Group and retired
as the Managing Director of Corporate Credit Division in December 2008. He was a
director of two companies listed on the SGX-ST, namely Engro Corporation Limited
and NatSteel Ltd (now known as NSL Ltd.). He obtained a Bachelor of Social Science
(Honours) from the National University of Singapore in 1976.
CALVIN TAN SIOK SINGINDEPENDENT DIRECTOR
Mr Calvin Tan Siok Sing was appointed as the Group’s Independent Director on
29 November 2013. He is currently the Managing Director of Ironman Minerals &
Ores Pte Ltd, an energy resources and minerals trading company. He has more
than 20 years of experience in the financial industry. Between 1985 and 2008, he
held the position of Executive Director in three companies including Tsang and
Ong Stockbrokers Pte Ltd (later restructured as Sun Yuan Holdings Pte Ltd) (1985
to 2003), Ei-Nets Ltd (subsequently known as E3 Holdings Ltd) and Regalindo
Resources Pte Ltd (2005 to 2008). He is currently a director of three other SGX-ST
listed companies namely Changtian Plastic & Chemical Limited, Dukang Distillers
Holdings Limited and QingMei Group Holdings Limited.
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BOARD OF DIRECTORS
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
EXECUTIVE TEAM
EXECUTIVE TEAM
YANG EEGROUP FINANCIAL CONTROLLER
Yang Ee joined the Group in September 2015 as Group
Financial Controller. He is mainly responsible for the
overall management of EuroSports Global’s financial
reporting, internal controls, accounting processes and
treasury matters.
He brings with him over 21 years of experience in the
accounting industry and has relevant exposure in
corporate and operation finance, budget, SGX reporting,
internal controls and treasury matters. Before joining
our Group, Yang Ee was the Group Financial Controller
of Lumina Looque International Pte Ltd since April
2008. Between March 2006 and March 2008, he was
Assistant Corporate Advisory Director and Group
Financial Controller of Nippecraft Limited.
Prior to that, he had built up experience in group
operation finance, budget and internal controls,
holding positions such as the Financial Controller of
Oswin Technology Pte Ltd from 2005 to March 2006
and Finance Manager of manufacturing companies
listed in Singapore from 1995 to 2005. From 1992 to
1995, Yang Ee was an audit senior, responsible for
external audits, at Ernst & Young Singapore. Yang Ee
graduated with a Bachelor of Accountancy from the
National University of Singapore in July 1992 and later
obtained a Certified Public Accountant certification
from the Institute of Certified Public Accountants of
Singapore on 17th July 1995.
TAN JUN WEIDIRECTOR OF OPERATIONS, STRATEGY AND
BUSINESS DEVELOPMENT
Tan Jun Wei joined the Group in April 2016 as Director
of Operations, Strategy and Business Development.
Besides being in charge of overall operations, he is
also responsible for strategic growth and business
development for the Group and its subsidiaries.
Prior to his appointment, Jun Wei worked in
investment banking, focusing on capital fund raising
and mergers and acquisitions. He had worked in
various financial institutions including Religare Capital
Markets Corporate Finance, Overseas-Chinese Banking
Corporation and Maybank Kim Eng Corporate Finance.
Jun Wei graduated with a Bachelor of Commerce from
the University of Queensland.
GOH KIM SIEWDIRECTOR (SYSTEM AND BUSINESS DEVELOPMENT)
Goh Kim Siew joined the Group in March 2016 as
Director of System and Business Development in
charge of overseeing the IT systems for the Group and
to explore the use of technology systems throughout
the Group. He also heads the Group’s Ultimate Drive
EuroSports Pte. Ltd. business unit.
Kim Siew started his career as an Automation Systems
Manager in FairChild Semiconductor followed by
Seagate. Since then, he has developed and sold several
e-commerce ventures. His latest project prior to joining
EuroSports was Brickfree.com, which provided strategic
online marketing technologies to customers. Among his
many projects, he is most well-known for CalendarOne.
com, which is an Internet events calendar that won
several awards including the Singapore National IT
Award for Most Innovative Service organised by the
Infocomm Development Authority (previously National
Computer Board). It was also named Top 10 start-ups in
the E50 Enterprise Award in 2000.
He holds a Bachelor of Science in Computer Science
from the University of New Brunswick.
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EUROSPORTS GLOBAL ANNUAL REPORT 2017
ROY NG WOON PIEOWDIRECTOR OF SALES & CUSTOMER SERVICE
Roy Ng Woon Pieow joined the Group in July 2016
as Director of Sales and Customer Service. Having
worked in the motoring industry for over 12 years,
Roy has extensive knowledge in consumer behaviour
and is responsible for the strategic leadership of
the sales department. In addition, he plays a crucial
role in leading his team in ensuring quality customer
service and experience across the brands under the
EuroSports family.
Prior to joining the group, Roy started his career as a
Sales Executive in Komocco Motors, before joining Ital
Auto Pte Ltd as a Sales Manager.
Believing that every moment is a great opportunity
to seize, Roy looks forward to leading his team in
providing unparalleled service to all of EuroSports’s
customers.
Roy holds a Diploma in Electrical Engineering from
Ngee Ann Polytechnic Singapore.
EYU SOON FATTDIRECTOR, TECHNICAL SUPPORT
Eyu Soon Fatt joined the Group in March 1999 as a
Service Centre Supervisor and is currently our Director
of Technical Support. He is primarily responsible for
overseeing the technical and after-sales services
operations and handling technical, warranty and
homologation issues. He worked as a Service Centre
Supervisor in M1 Motors Works Sdn Bhd from February
1987 to February 1993. He subsequently worked as
a Senior Technician in Performance Motors Pte Ltd,
from March 1993 to March 1996, and in Stuttgart Auto
Pte Ltd, from May 1996 to January 1999 where he was
responsible for handling the technical and services
issues related to luxury automobiles.
CAROLYN ANN THENG MAY LINDIRECTOR, MARKETING AND COMMUNICATIONS
Carolyn Theng joined the Group in May 2007 as our
Director of Marketing & Communications. She is
primarily responsible for the management of marketing
and communications activities related to all our
automobile brands in our portfolio. From June 1992 to
June 1996, she worked in Cityneon Displays Pte Ltd,
a full-service public relations and marketing firm as
Assistant Marketing Manager and Assistant Project
Manager respectively. Subsequently, she joined public
relations and marketing firm FLEX Integrated Marketing
Pte Ltd as Assistant Vice-President from June 1997
to April 2007. She holds a Diploma in Environment
Engineering from Ngee Ann Polytechnic Singapore.
BENJAMIN TANEXECUTIVE DIRECTOR, AUTOINC EUROSPORTS
Benjamin Tan joined the Group as Executive Director
of AutoInc EuroSports, when the Group acquired
60% of this subsidiary in 2014. He began his career
as a derivatives trader with Credit Agricole in 1994
and two years later headed a team of 14 traders. He
was subsequently appointed Head of Marketing Asia
in 2002. In 2004, Benjamin founded AutoInc Sports,
a luxury and performance automotive brokerage,
with one employee in a 200 square feet office. Under
his management, AutoInc Sports went on to acquire
various detailing and motorsports enterprises to
become a major player in the industry before it
became a part of EuroSports in 2014. Today, Benjamin
continues to manage all three aspects of the business
namely the luxury and performance automotive
brokerage, Singapore’s finest auto detailing studio and
the country’s biggest go-karting dealership, service
provider and racing team. He now also heads the
Group’s newly added automobile workshop business
under the “Exquisite Marques” brand.
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EXECUTIVE TEAM
FINANCIAL HIGHLIGHTS
EUROSPORTS GLOBAL ANNUAL REPORT 2017 FINANCIAL HIGHLIGHTS
REVENUE
GROSS PROFIT
NET PROFIT / (LOSS)
GROSS PROFIT MARGIN
FY2017
FY2016
FY2015
FY2014
FY2013
52.4
63.5
40.4
39.8
86.4
FY2017
FY2016
FY2015
FY2014
FY2013
5.5
8.1
7.4
8.8
17.2
FY2017
FY2016
FY2015
FY2014
FY2013
(7.9)
(4.5)
(4.0)
17.0
6.7
FY2017
FY2016
FY2015
FY2014
FY2013
10.5
12.8
18.2
22.2
19.9
(MILLION)
(MILLION)
(MILLION)
(%)
20
21
EUROSPORTS GLOBAL ANNUAL REPORT 2017 REVENUE CONTRIBUTION BY SEGMENT
REVENUE CONTRIBUTIONBY SEGMENT
FINANCIAL YEAR
2016
FINANCIAL YEAR
2015
FINANCIAL YEAR
2017
38.7%43.5%13.8%1.6%2.4%
51.6%31.4%13.6%3.4%
49.6%37.4%9.5%3.5%
Sales of New Automobiles
Sales of Parts and Services
Sales of Pre-owned Automobiles
Sales of deLaCour Watches
Experiential Business
FINANCIAL YEAR
2013
67.9%23.1%6.4%2.6%
53.8%25.0%13.2%8.0%FINANCIAL YEAR
2014
22
EUROSPORTS GLOBAL ANNUAL REPORT 2017
FINANCIAL PERFORMANCE
REVENUE
Revenue achieved by the
Group decreased by
approximately S$11.13
million or 17.5%, from
S$63.53 million in
FY2016 to S$52.40 million in FY2017.
Sales of Automobiles segment
Revenue from this segment
decreased by approximately 22.0%,
from S$55.24 million in FY2016 to
S$43.08 million in FY2017 mainly
because of the lower number of
new Lamborghini automobiles sold
(FY2017: 24 units; FY2016: 31 units).
Sales of deLaCour
Watches segment
As there was a 60.0% fall in the
number of watches sold by the
Group, revenue from this segment
declined approximately 62.2%
from S$2.25 million in FY2016 to
S$0.85 million in FY2017.
Sales of Parts and Services
segment
Revenue from this segment
increased from 19.3% from S$6.05
million in FY2016 to S$7.22 million
in FY2017 mainly due to the
increase in service fees derived
from consignment sales and after
sales service.
Experiential Business segment
The revenue decline from the
aforementioned segments was
partially offset by the S$1.25
million contribution from the
Group’s new subsidiary, Ultimate
Drive EuroSports Pte. Ltd. (“UDE”),
which was incorporated in FY2017.
COST OF SALESCost of sales decreased by
approximately S$8.49 million or
15.3%, from S$55.4 million in FY2016
to S$46.9 million in FY2017. This
was in line with the decrease in the
number of new automobiles sold.
GROSS PROFIT AND GROSS PROFIT MARGINGross profit decreased by
approximately S$2.63 million or
32.4% from S$8.13 million in FY2016
to S$5.49 million in FY2017. Gross
profit margin fell from 12.8% in
FY2016 to 10.5% in FY2017 mainly
due to the decrease in gross profit
margin from sales of new and pre-
owned automobiles from 9.3% in
FY2016 to 1.2% in FY2017 as a result
of weak market conditions.
OTHER INCOMEOther income increased by
approximately S$0.07 million or
0.8%, from S$8.54 million in FY2016
to S$8.61 million in FY2017. The
increase was mainly due to the
increase in leasing income of S$0.27
million and other income of S$0.33
million resulting from a write back of
non-refundable customer deposits.
OPERATING ANDFINANCIAL REVIEW
OPERATING AND FINANCIAL REVIEW
Lamborghini | Huracan Spyder
EUROSPORTS GLOBAL ANNUAL REPORT 2017
This was offset by a decrease in
commission income of S$0.53 million.
INTEREST INCOMEInterest income decreased by
approximately S$0.08 million or
70.8%, from approximately S$0.12
million in FY2016 to S$0.03 million
in FY2017. Interest income was
derived from interest earned from
fixed deposits.
OTHER GAINS AND LOSSESOther gains and losses decreased
by approximately S$0.69 million
from a gain of approximately
S$0.09 million in FY2016 to a loss
of approximately S$0.60 million in
FY2017. The decrease was mainly
due to the impairment of goodwill
of S$0.39 million arising from the
purchase of new business for the
newly incorporated subsidiary UDE
and an increase in the allowance for
doubtful debt of S$0.11 million.
MARKETING AND DISTRIBUTION EXPENSESMarketing and distribution expenses
fell by approximately S$0.86 million
or 25.0%, from S$3.45 million in
FY2016 to S$2.59 million in FY2017.
The decrease was mainly due to
a decrease in marketing expense
incurred which was in line with the
decline in revenue. Advertising and
promotion expenses stood at S$1.50
million in FY2017 as compared to
S$2.28 million in FY2016.
ADMINSTRATIVE EXPENSESAdministrative expenses increased
by approximately S$0.42 million
or 2.5%, from S$16.78 million in
FY2016 to S$17.20 million in FY2017.
The increase was mainly due to the
increase in depreciation expense of
S$0.77 million arising mainly from the
addition of motor vehicles in UDE in
FY2017. This was partially offset by
a decrease in property tax of S$0.28
million due to the absence of upwards
revision of assessment and decrease
in travel and accommodation of
S$0.06 million which are in line with
the Group’s cost cutting measures.
23
OPERATING AND FINANCIAL REVIEW
Lamborghini | Huracan Spyder
24
EUROSPORTS GLOBAL ANNUAL REPORT 2017
FINANCIAL COSTSFinance costs increased by
approximately S$0.50 million or
47.9% from S$1.05 million in FY2016
to S$1.55 million in FY2017, mainly
due to an increase in the level of bank
borrowings in the first half of FY2017.
INCOME TAX EXPENSESIncome tax expense decreased by
approximately S$0.09 million or
45.2% from approximately S$0.19
million in FY2016 to approximately
S$0.10 million in FY2017. Income tax
expense for both years was related to
the under provision of tax in respect
of prior periods.
LOSS, NET OF TAXAs a result of the above, the Group
recorded a loss after tax of S$7.92
million in FY2017 as compared to loss
after tax of S$4.60 million in FY2016.
The net loss after tax attributable to
owners of the Company in FY2017 and
FY2016 amounted to S$7.97 million
and S$4.50 million respectively.
FINANCIAL POSITION
NON-CURRENT ASSETSNon-current assets increased by
S$3.38 million from S$24.35 million
as at 31 March 2016 to S$27.73 million
as at 31 March 2017. This was mainly
due to increase in property, plant
and equipment of S$3.42 million
arising mainly from additions of
motor vehicles from a subsidiary
incorporated in FY2017. This was
offset by a decrease in other assets
of S$0.04 million.
CURRENT ASSETSCurrent assets decreased by S$20.81
million from S$66.28 million as at
31 March 2016 to S$45.47 million
as at 31 March 2017. The decrease
in current assets was mainly due
to a decrease in cash and cash
equivalent of S$1.6 million as a result
of operating loss; a fall in inventories
of S$16.36 million was mainly due
to a decrease in inventories of
new automobiles and pre-owned
automobiles of S$7.86 million and
S$8.11 million respectively; and
a decrease in other assets was
mainly due to the repayment of
S$1.90 million deposits pursuant
to the exercise of the indemnity
on 11 November 2016 as previously
announced; and a fall in trade and
other receivables of S$0.30 million.
EQUITYEquity comprises share capital,
retained earnings/accumulated
losses and non-controlling interest.
The decrease in equity of S$7.92
million was due to loss for the year
of S$7.97 million and increase in non-
controlling interest of S$0.05 million
arising from a subsidiary which
generated a profit of S$0.12 million
during the financial year.
NON-CURRENT LIABILITESNon-current liabilities decreased by
S$1.27 million from S$21.65 million as
at 31 March 2016 to S$20.38 million
as at 31 March 2017. The decrease
was mainly due to decrease in non-
current other liabilities of S$3.26
million. Non-current other liabilities
mainly comprised long-term portion
of the deferred income recognised
under the sales and leaseback
arrangement.
It was partially offset by the non-
current financial liabilities of
S$1.98 million.
OPERATING AND FINANCIAL REVIEW
OPERATING AND FINANCIAL REVIEW
EUROSPORTS GLOBAL ANNUAL REPORT 2017
CURRENT LIABILITESCurrent liabilities decreased by
S$8.42 million from S$48.53 million
as at 31 March 2016 to S$40.29
million as at 31 March 2017 mainly
due to a decrease in financial
liabilities of S$11.08 million arising
mainly from decrease in short-term
bank borrowings. This was partially
offset by an increase of trade and
other payables of S$0.13 million,
and the increase in other liabilities
of S$2.85 million mainly due to
an increase of S$2.40 million of
customer deposits received.
CASH FLOWIn FY2017, the net cash from
operating activities amounted to
S$15.61 million. This comprised
negative operating cash flows before
changes in working capital of S$6.49
million, adjusted by net working
capital inflow of S$22.34 million and
taxes paid of S$0.24 million. The net
working capital inflow was mainly
due to a decrease in inventories of
S$16.66 million, trade and other
receivables of S$0.29 million and
other assets of S$2.36 million which
was mainly due to a repayment of
S$1.90 million deposits; offset by an
increase in other liabilities of S$2.93
million mainly due to an increase of
customer deposits received and trade
and other payables of S$0.10 million.
Net cash used in investing activities
amounted to S$1.02 million in FY2017.
This was mainly due to the purchases
of property, plant and equipment of
S$0.47 million and the acquisition of
two new companies of S$0.80 million,
which was offset by the proceeds
from the disposal of property, plant
and equipment of S$0.21 million, and
interest received of S$0.04 million.
Net cash used in financing activities
amounted to S$16.18 million in
FY2017. This was mainly due to a
decrease in financial liabilities of
S$12.58 million and finance lease
repayment of S$2.06 million and
interest paid of S$1.56 million.
UPDATES ON USE OF NET PROCEEDSOf the S$8.46 million in net proceeds
raised from its IPO on 17 January
2014, the following table shows how
the funds have been utilised as at
31 March 2017:
Use of Net Proceeds
Amount allocated as stated in the Offer Document
(S$’ million)
Amount utilised as at 31 March
2017 (S$’ million)
Balance of net Proceeds as at 31
March 2017(S$’ million)
Expansion of our operations locally and in other markets
and diversification into other luxury lifestyle business 6.00 4.30 (a) 1.70
General working capital 2.46 2.46 (b) –
Total 8.46 6.76 1.70
(a) Amount utilised as at 31 March 2016 was S$1.50 million. An amount of S$2.50 million was utilised on 24 May 2016 for Ultimate Drive EuroSports Pte. Ltd. An amount of S$0.30 million was utilised on 23 February 2017 to fund the Shareholder Loan provided by Autoinc EuroSports Pte. Ltd to Exquisite Marques Holding Pte. Ltd. for the business transfer.
(b) The amount of S$2.46 million deployed for general working capital includes the purchase of inventories and operating expenses.
25
deLaCour | Saqra Slim
OPERATING AND FINANCIAL REVIEW
26
EUROSPORTS GLOBAL ANNUAL REPORT 2017
Over the years,
EuroSports has
established a
distinctive customer-
centric culture that
stems from our ability to understand
the lifestyle needs of our high net
worth customers. Each of our team
members never ceases to go the
extra mile for our customers from
the pre to post-purchase stages
and to uphold the high standards in
customer service that we have come
to be known for.
COMMITMENT TO EMPLOYEESOur biggest assets are our
employees. We are committed to
providing a conducive working
environment that keeps our
workforce feeling happy and fulfilled.
We believe that happy employees
equal happy customers.
We have human resource policies
that take into account our staff’s
physical wellness, personal and
professional development as well as
mental well-being.
Each staff member is given adequate
product and job training so that they
can perform their
jobs confidently.
We ensure that
frontline staff have
the knowledge to
assist customers in
making informed
decisions which in
turn, drives sales
for the Group.
We have a six-
member Workplace
Safety & Health team, headed by
our Deputy CEO, Mr Andy Goh.
The committee thoroughly reviews
internal policies and processes to
ensure the workforce as a whole
remains responsive to workplace
accidents, occupational diseases and
dangerous occurrences. In addition,
regular fire safety and evacuation
drills are carried out so that the
Group’s premises and emergency
response plans adhere to the
guidelines set out by the Singapore
Civil Defence Force.
But it is not all work and no play as
the Group finds every opportunity to
encourage bonding among staff. We
get together during festive occasions
such as Christmas and Chinese New
Year for company dinners.
COMMITMENT TO COMMUNITYThe Group organises events and
ropes in its high net worth customers
to join it in its community efforts,
which include two annual events that
it holds to raise funds for the needy.
On 22 October 2016, the Group
successfully sponsored and organised
the Punggol Charity Drive for the
fourth year running. This fund raising
event saw 44 Lamborghini owners
treating underprivileged children
living in Punggol to a spin in their
luxurious marques.
CORPORATE SOCIALRESPONSIBILITY
CORPORATE SOCIAL RESPONSIBILITY
EUROSPORTS GLOBAL ANNUAL REPORT 2017
Graced by Deputy Prime Minister &
Coordinating Minister for National
Security Teo Chee Hean, the charity
drive raised S$209,766.88 for needy
children living in Punggol as well
as for the building of the Punggol
Central Community Centre.
The event was co-organised by the
Punggol West CC Building Fund
Committee and supported by the
Lamborghini Club Singapore.
These community efforts continued
on 6 November 2016 with a Brainy
Car Rally at Suntec City Convention
Centre for the third year running. A
convoy of 30 Lamborghini supercars
drove brain tumour survivor kids in
style from Suntec City Convention
Hall to River Valley through Marina
Boulevard before heading back to the
starting point, in a bid to spread the
message of brain tumour awareness.
Graced by Guest-of-Honour, Dr Janil
Puthucheary, Senior Minister of State,
Ministry of Communications and
Information & Ministry of Education,
the charity event raised S$44,000.
COMMITMENT TO SHAREHOLDERSWe are committed to uphold
sound corporate governance
and transparency practices in
accordance to MAS and SGX
guidelines. These include keeping
shareholders informed of the Group’s
performance and latest corporate
developments through timely and
accurate announcements to the
investment community and media.
Our aim is to keep our existing
and potential investors updated
on the Group’s performance and
strategic initiatives, in order to help
them evaluate the Group and make
informed investment decisions.
We provide public access to
information about EuroSports Global
via the following platforms:
• Singapore Exchange Securities
Trading Limited SGXNET and
our website
(www.eurosportsglobal.com).
All our corporate announcements,
press releases and annual reports
are available simultaneously on
these two channels;
• A dedicated investor relations
(IR) section within our corporate
website; IR email:
[email protected]; and
• E-mail service via our IR website
that the public can subscribe
to receive alerts whenever an
announcement is posted on
the website.
Brainy Car Rally
CORPORATE SOCIAL RESPONSIBILITY
27
Mr Ong and his passenger at the Brainy Car Rally
28
EUROSPORTS GLOBAL ANNUAL REPORT 2017
BOARD OF DIRECTORS
MELVIN GOHExecutive Chairman and CEO
ANDY GOHExecutive Director and
Deputy CEO
NG TIAK SOONNon-Executive and
Lead Independent Director
TAN SIOK SINGNon-Executive Independent
Director
LIM KIM QUEENon-Executive Independent
Director
AUDIT COMMITTEE
NG TIAK SOONChairman
TAN SIOK SING
LIM KIM QUEE
NOMINATING COMMITTEE
TAN SIOK SINGChairman
NG TIAK SOON
LIM KIM QUEE
REMUNERATION COMMITTEE
LIM KIM QUEEChairman
NG TIAK SOON
TAN SIOK SING
JOINT COMPANY SECRETARIES
YANG EE, CA Singapore
LOH LEE ENG, ACIS
REGISTERED OFFICE
30 Teban Gardens Crescent
Singapore 608927
Tel: (65) 6565 5995
Fax: (65) 6567 5515
AUDITORS
RSM CHIO LIM LLP8 Wilkie Road
#03-08 Wilkie Edge
Singapore 228095
Partner-in-charge:
Eu Chee Wei David (a member
of the Institute of Singapore
Chartered Accountants)
SHARE REGISTRAR AND SHARE TRANSFER OFFICE
TRICOR BARBINDER SHARE REGISTRATION SERVICES(A division of Tricor Singapore
Pte Ltd)
80 Robinson Road
#02-00
Singapore 068898
PRINCIPAL BANKERS
UNITED OVERSEAS BANK LIMITED80 Raffles Place
UOB Plaza
Singapore 048624
CIMB BANK BERHAD(Singapore Branch)
50 Raffles Place
#09-01 Singapore Land Tower
Singapore 048623
CORPORATE INFORMATION
CORPORATE INFORMATION
EUROSPORTS GLOBAL ANNUAL REPORT 2017
29
FINANCIAL CONTENT
30 Corporate Governace
Consolidated Statement of Cash Flows
Statement by Directors
Notes to Financial Statements
Independent Auditor’s Report
Statistic of Shareholdings
Consolidated Statement of Profit or
Loss & Other Comprehensive Income
Notice of Annual General Meeting
Statements of Financial Position
Proxy Form
Statements of Changes In Equity
50
55
60
61
62
64
63
105
107
FINANCIAL REPORT 2017
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
30
CORPORATE GOVERNANCE
EuroSports Global Limited (the “Company”) and its subsidiaries (collectively, the “Group”) is committed to maintaining a
high standard of corporate governance in complying with the Code of Corporate Governance 2012 (the “Code”) which forms
part of the continuing obligations of the Singapore Exchange Securities Trading Limited (“SGX-ST”) listing rules.
In line with the commitment by the Company to maintaining a high standard of corporate governance, the Company will
continually review its corporate governance processes to strive to fully comply with the Code. The Board of Directors (the
“Board”) is pleased to report compliance of the Company with the Code where applicable except otherwise stated.
(A) BOARD MATTERS
THE BOARD’S CONDUCT OF ITS AFFAIRSPrinciple 1: Every company should be headed by an effective Board to lead and control the Company. The Board is
collectively responsible for the long-term success of the Company. The Board works with management to achieve this
objective and management remains accountable to the Board.
The Board’s primary role is to provide effective leadership and direction to enhance the long-term value of the Group to its
shareholders and other stakeholders. The Board oversees the business affairs of the Group.
The Board is also responsible for the following corporate matters:
• Review the strategic plans and performance objectives, financial plans and annual budget, key operational
initiatives, major funding and investment proposals, financial performance reviews and corporate governance practices;
• Set the Group’s strategic objectives, and ensure that the necessary financial and human resources are in place for the
Group to meet its objectives;
• Oversee the process of evaluation on the adequacy of internal control, financial reporting and compliance;
• Oversee the adequacy and effectiveness of the Group’s risk management framework and policies;
• Review the remuneration policies and guidelines for the Board and management;
• Review the performance of management and oversee the succession planning of senior management;
• Set the Group’s values and standards (including ethical standards) and ensure that obligations to shareholders and
other stakeholders are understood and met;
• Ensure that the Group and the management comply with laws, regulations, policies, directives, guidelines and internal
code of conduct; and
• Consider sustainability issues, e.g. environmental and social factors, as part of the strategic formulation.
All directors exercise due diligence and independent judgement, and make decisions objectively in the best interest of the
Group. At the date of this report, the members of the Board and their membership on the Board committees of the Company
are as follows:
Director Board AppointmentAudit
CommitteeNominatingCommittee
RemunerationCommittee
Melvin Goh Executive Chairman andChief Executive Officer (“CEO”)
– – –
Andy Goh Executive Director and Deputy CEO – – –
Lim Kim Quee Non-Executive and Independent Director Member Member Chairman
Ng Tiak Soon Non-Executive andLead Independent Director
Chairman Member Member
Tan Siok Sing Non-Executive and Independent Director Member Chairman Member
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
31
CORPORATE GOVERNANCE
Delegation by the Board
The Board has delegated certain functions to various Board committees, namely the Audit Committee, Nominating Committee
and Remuneration Committee. Each of the Board committees has its own written terms of reference and whose actions
are reported to and monitored by the Board. The Board accepts that while these Board committees have the authority
to examine particular issues and will report back to the Board with their decisions and/or recommendations, the ultimate
responsibility on all matters lies with the Board.
Key features of board processes
The dates of Board and Board committee meetings, as well as the Company’s Annual General Meeting (the “AGM”), are
scheduled in advance at the beginning of each calendar year. To assist directors in planning their attendance, the Company
Secretary consults every director before fixing the dates of these meetings. The Board conducts regular scheduled meetings
at least twice a year and as warranted by particular circumstances. Ad hoc meetings are also convened to deliberate on
urgent substantive matters. Telephone attendance or by means of similar communication equipment at Board and Board
committee meetings are allowed under the Company’s Constitution.
Directors’ attendance at Board and Board committee meetings
The details of the number of Board and Board committees meetings held in the financial year ended 31 March 2017 (“FY2017”),
as well as the attendance of each director at those meetings, are disclosed as below:
Board MeetingsAudit Committee
MeetingsNominating
Committee MeetingsRemuneration
Committee Meetings
Held Attended Held Attended Held Attended Held Attended
Melvin Goh 4 4 4* 4* 1* 1* 1* 1*
Andy Goh 4 4 4* 4* 1* 1* 1* 1*
Lim Kim Quee 4 4 4 4 1 1 1 1
Ng Tiak Soon 4 4 4 4 1 1 1 1
Tan Siok Sing 4 3 4 3 1 1 1 1
Note:
(*) Attended as invitees
Board approval
The Group has adopted and documented internal guidelines setting forth matters that require Board approval. Matters
which are specifically reserved for the Board approval are:
• Matters involving a conflict of interest for a substantial shareholder or a director;
• Material acquisition and disposal of property, plant and equipment of S$2 million and above;
• Corporate restructuring;
• Share issuances, interim dividends and other returns to shareholders;
• Interested person transactions; and
• Any investment or divestment exceeding S$1 million in transaction value.
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
32
CORPORATE GOVERNANCE
Apart from the matters that are reserved for the Board’s approval, the Board approves the following:
• Strategies and objectives of the Group;
• Annual budgets and business plans;
• Announcements of half year and full year results;
• Releases of annual reports;
• Convening of shareholders’ meetings; and
• Commitments to terms loans and lines of credits from banks and financial institutions.
Training of directors
The Company has an open policy for professional training for all directors. The Company encourages directors to attend the
relevant courses and training programmes and the cost incurred will be borne by the Company.
The Company will regularly organise internal trainings for the directors, which include technical training on the Company’s
products.
Induction, briefings, updates to directors in FY2017
A formal letter of appointment is provided to every new director. The formal letter of appointment indicates the time
commitment required and the roles and responsibilities of directors.
All new directors were given appropriate briefings when they were first appointed to the Board. All new directors appointed
to the Board were briefed to ensure that they are familiar with the Company’s business, operation, governance practice
and regulatory requirement. The directors are provided with continuing briefings from time to time and are kept updated
on relevant laws and regulations, including directors’ duties and responsibilities, corporate governance and developing
trends, insider trading and financial reporting standards so as to enable them to properly discharge their duties as members
of the Board and Board committees. In addition, the external auditors briefed the directors at least annually to keep the
directors abreast of changes to accounting standards and issues which have a direct impact on financial statements or when
necessary when these changes may be significant and/or substantial. To keep the directors abreast of industry trends and
issues, press releases which were relevant to the Group’s business are circulated to the directors.
The directors can request for further explanations, briefings or information on any aspect of the Company’s operation or
business issues from the management.
BOARD COMPOSITION AND GUIDANCEPrinciple 2: There should be a strong and independent element on the Board, which is able to exercise objective
judgement on corporate affairs independently, in particular, from the management and 10% shareholders. No individual
or small group of individuals should be allowed to dominate the Board’s decision making.
Board size and board composition
The present Board comprises five members. There is strong and independent element on the Board. Of the five members,
three are Non-Executive Independent Directors.
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
33
CORPORATE GOVERNANCE
On an annual basis, the Nominating Committee reviews the size and composition of the Board and Board committees and the
skills and core competencies of their members to ensure an appropriate balance of skills and experience. These competencies
include accounting and finance, banking, business acumen, customer based knowledge, familiarity with regulatory requirements,
industry knowledge, risk management knowledge, management experience, and strategic planning experience.
The Board considers that its directors possess the necessary competencies and knowledge to lead and govern the Group
effectively.
Taking into account the nature and scope of the Group’s business, the Board believes that the current composition and size
provide sufficient diversity without interfering with efficient decision-making.
As and when required, the Non-Executive and Independent Directors will hold meetings without the presence of management
and the Executive Directors, in order to facilitate a more effective check on the management and/or the Executive Directors.
Directors’ independence review
Directors who have no relationship with the Group, its related corporations, officers or its shareholders with shareholdings
of 10% or more in the voting shares of the Company that could interfere, or be reasonably perceived to interfere, with the
exercise of the director’s independent business judgement in the best interests of the Group, is considered to be independent.
The Nominating Committee is tasked to determine on an annual basis, and as and when the circumstances require, whether
or not a director is independent, bearing in mind the Guidelines 2.3 and 2.4 set forth in the Code.
Annually, each director is required to complete a Director’s Declaration of Independence (“Declaration”) to confirm his
independence. The Declaration is drawn up based on the guidelines provided in the Code. Thereafter, the Nominating
Committee reviews the Declaration completed by each director, assesses the independence of the directors and recommends
its assessment to the Board.
The Nominating Committee has affirmed that Mr. Ng Tiak Soon, Mr. Lim Kim Quee and Mr. Tan Siok Sing are Independent
Directors. None of the Independent Directors has served on the Board beyond nine years from their respective date of
appointment. Guideline 2.4 of the Code is therefore not applicable to the Board.
Directors’ time commitments and multiple directorships
All directors are required to declare their board appointments. The Nominating Committee has reviewed and is satisfied
that each director is able to devote sufficient time and attention to the affairs of the Company to adequately discharge his
duties as a director of the Company.
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
34
CORPORATE GOVERNANCE
The key information on the directors is set out below:
Directorships in other listed companies
Due for Re-appointment
at the AGM
Name of Director Appointment
Date of Appointment / Last Re-election Current For the past 3 years
Melvin Goh Chairmanand CEO
12 December 2012 / 31 July 2014
Nil Nil Retirement by Rotation
(Article 113)
Andy Goh Deputy CEO 12 December 2012 / 28 July 2015
Nil Nil NA
Lim Kim Quee IndependentDirector
29 November 2013 / 28 July 2016
Nil Nil NA
Ng Tiak Soon IndependentDirector
29 November 2013 / 28 July 2016
800 Super Holdings Limited Cordlife Group Limited St. James Holdings Limited
MDR Limited
NA
Tan Siok Sing IndependentDirector
29 November 2013 / 28 July 2015
Changtian Plastic & Chemical Limited Dukang Distillers Holdings LimitedQingMei Group Holdings Limited
Li Heng Chemical Fibre Technologies Limited
Retirement by Rotation
(Article 113)
The Nominating Committee has reviewed the contribution by each Director taking into account their listed company board
representations and other principal commitments. Key information about the Board members, including their principal
commitments are set out on pages 16 and 17 of this annual report.
The Nominating Committee views that the effectiveness of each director is best assessed by a qualitative assessment of the
director’s contributions, as well as taking into account each director’s listed company board directorships, and any other
relevant time commitments. While having a numerical limit on the number of directorships may be considered by some
other companies to be suitable for their circumstances, at present, the Board considers the former to be more effective for
its purposes. The Company also does not wish to omit from considering outstanding individuals who, despite the demands
on their time, have the capacity to participate and contribute as new members of the Board.
The Nominating Committee views that it would not be appropriate to set a limit on the number of directorships that a director
may hold because directors have different capabilities, and the nature of the organisations in which they hold appointments
and the kind of committees on which they serve are of different complexities. It is for each director to personally determine
the demands of his competing directorships and obligations and assess the number of directorships they could hold and
serve effectively.
For now, the Nominating Committee believes that its qualitative assessment and the existing practice, which require
each director to confirm annually to the Nominating Committee, his ability to devote sufficient time and attention to the
Company’s affairs, having regard to his other commitments, are effective.
Currently, there is an informal succession plan put in place by the Executive Chairman and CEO. Going forward and at the
relevant time, the Nominating Committee will look into a formal succession plan in close consultation with the Executive
Chairman and CEO.
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CHAIRMAN AND CHIEF EXECUTIVE OFFICER Principle 3: There should be a clear division of responsibilities between the leadership of the Board and the executives
responsible for managing the Company’s business. No one individual should represent a considerable concentration
of power.
Mr. Melvin Goh is the Chairman of the Board and the CEO. He assumes the following responsibilities:
(a) Lead the Board to ensure its effectiveness on all aspects of its role;
(b) Set the agenda and ensure that adequate time is available for discussion of all agenda items, in particular strategic issues;
(c) Promote a culture of openness and debate at the Board;
(d) Ensure that the directors receive complete, adequate and timely information;
(e) Ensure effective communication with shareholders;
(f) Encourage constructive relations within the Board and between the Board and management;
(g) Promote high standards of corporate governance;
(h) Run the day-to-day business of the Group;
(i) Ensure implementation of policies and strategies across the Group as set by the Board;
(j) Lead the management team;
(k) Assess the risk and opportunities for the growth of its business;
(l) Review the performance of its existing business; and
(m) Enhance the long-term shareholders’ value of the Company.
The Board has not adopted the recommendation of the Code to have separate directors appointed as the Chairman and the
CEO. This is because the Board is of the view that there is already sufficiently strong independent element on the Board to
enable independent exercise of objective judgement on affairs and operations of the Group by members of the Board, taking
into account factors such as the number of Independent Directors on the Board as well as the contributions made by each
member at meetings which relate to the affairs and operations of the Group. The Board is satisfied that one person is able
to effectively discharge the duties of both positions.
The Board has appointed Mr. Ng Tiak Soon as the Lead Independent Director. Shareholders with concerns may contact
him directly, when contact through the normal channels to the Executive Chairman and CEO and/or the Group Financial
Controller (“GFC”) has failed to provide satisfactory resolution, or when such contact is inappropriate.
All the Board committees are chaired by Independent Directors and more than half of the Board consists of Independent
Directors.
BOARD MEMBERSHIPPrinciple 4: There should be a formal and transparent process for the appointment and re-appointment of directors
to the Board.
The Nominating Committee comprises Mr. Tan Siok Sing, Mr. Ng Tiak Soon and Mr. Lim Kim Quee, all of whom are Non-
Executive Independent Directors. Mr. Tan Siok Sing is the Chairman of the Nominating Committee.
The Nominating Committee, which has written terms of reference, is responsible for making recommendations to the Board
on all appointments and re-appointments. The key terms of reference of the Nominating Committee, include, amongst
others, the following:
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(a) Make recommendations to the Board relating to:
• the review of Board succession plans for directors, in particular, for the Chairman of the Board and the CEO;
• the development of a process for evaluation of the performance of the Board, its Board committees and directors;
• the review of training and professional development programme for the members of the Board; and
• the appointment and re-appointment of directors (including alternate directors, if applicable).
(b) Review and approve employment of related persons to directors, executive officers or controlling shareholders and
the proposed terms of their employment;
(c) Review the process of re-nominations of directors who are retiring by rotation for re-election by shareholders, to have
regard to the directors’ contributions and performances (e.g. attendance, preparedness and participation) including, if
applicable, as an Independent Director;
(d) Decide whether a director who has multiple board representations is able to and has been adequately carrying out
his duties as a director, having taking into account the director’s number of listed company board representation and
other principal commitments;
(e) Determine annually whether a director is independent and provide its views to the Board for the Board’s consideration;
(f) Review the Board’s structure, size, composition and balance and make recommendations to the Board if necessary,
and ensure there is strong and independent element on the Board;
(g) Establish procedures for evaluation of the Board’s performance; and assess, on an annual basis, the effectiveness of
the Board as a whole and contributions by each individual director to the effectiveness of the Board;
(h) Decide how the Board’s performance is to be evaluated; propose objective performance criteria which shall be
approved by the Board; and address how the Board has enhanced long-term shareholder value;
(i) Identify gaps in the mix of skills, experience and other qualities required in an effective Board and nominate or
recommend suitable candidates to fill these gaps; and
(j) Ensure that all new members of the Board undergo an appropriate induction programme.
Process for selection and appointment of new directors
The Nominating Committee leads the process of selection and appointment of new directors. The Nominating Committee has
in place a formal, written procedure for making recommendation to the Board on the selection and appointment of directors.
Such procedures would be activated when a vacancy on the Board arises or when the Board is considering making a new Board
appointment either to enhance the core competency of the Board or for the purpose of progressive renewal of the Board.
The Nominating Committee will evaluate the balance, skills, knowledge and experience of the existing Board and the
requirements of the Group, in determining the role and key attributes that an incoming director should have.
Upon endorsement by the Board of the key attributes, the Nominating Committee may:
• Advertise or use services of external advisers to facilitate a search;
• Approach alternative sources such as the Singapore Institute of Directors; and/or
• Consider candidates from a wide range of backgrounds from internal or external sources.
After short-listing the candidates, the Nominating Committee shall:
• Consider and interview all candidates on merit against objective criteria, taking into consideration that appointees
have sufficient time availability to devote to the position; and
• Evaluate and agree to a preferred candidate for recommendation to and appointment by the Board.
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Article 117 of Company’s Constitution provides that the directors shall have the power at any time to appoint additional directors
who shall hold office only until the next AGM. No new director has been appointed in FY2017.
Process for re-appointment of directors
The Nominating Committee is responsible for the re-appointment of directors. In its deliberation on the re-appointment
of existing directors, the Nominating Committee takes into consideration the director’s contribution and performance
(including his contribution and performance as an Independent Director, if applicable).
The assessment parameters include attendance record, preparedness, intensity of participation and candour at meetings of
the Board and Board committees as well as the quality of intervention and special contribution.
All directors submit themselves for re-nomination and re-appointment at regular intervals of at least once every three
years. Article 113 of the Company’s Constitution provides that one-third of the directors for the time being (or, if their
number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and
be subjected to re-election at the AGM.
Pursuant to the one-third rotation rule, Mr. Melvin Goh and Mr. Tan Siok Sing will retire and submit themselves for re-
election at the forthcoming AGM. Each member of the Nominating Committee abstains from making any recommendations
and/or participating in any deliberation of the Nominating Committee and from voting on any resolution, in respect of the
assessment of his own performance or re-nomination as director.
BOARD PERFORMANCEPrinciple 5: There should be a formal assessment of the effectiveness of the Board as a whole and its Board committees
and the contribution by each director to the effectiveness of the Board.
A review of the Board’s performance is conducted by the Nominating Committee. On the recommendation of the Nominating
Committee, the Board has adopted an internal process for evaluating the effectiveness of the Board as a whole annually.
Each Board member will be required to complete an evaluation form to be returned to the Nominating Committee Chairman
for evaluation. Based on the evaluation results, the Nominating Committee Chairman will present his recommendations to
the Board.
The Nominating Committee Chairman evaluates the performance and contribution of each director on an informal basis. The
Nominating Committee will, at the relevant time, look into adopting guidelines for annual assessment of the contribution of
each individual director to the effectiveness of the Board.
The Board has not engaged any external facilitator in conducting the assessment of the Board’s performance. When relevant,
the Nominating Committee will consider such engagement.
ACCESS TO INFORMATION Principle 6: In order to fulfil their responsibilities, directors should be provided with complete, adequate and timely
information prior to the Board Meetings and on an on-going basis so as to enable them to make informed decisions to
discharge their duties and responsibilities.
The management recognises the importance of ensuring the flow of complete, adequate and timely information to the
directors on an on-going basis to enable them to make informed decisions to discharge their duties and responsibilities.
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To allow directors sufficient time to prepare for the meetings, Board and Board committee papers are distributed to directors
a week in advance of the meeting. Any additional material or information requested by the directors is promptly furnished.
The management’s proposals to the Board for approval provide background and explanatory information such as facts,
resources needed, financial impact, regulatory implications, expected outcomes, conclusions and recommendations. Employees
who can provide additional insight into matters to be discussed will be present at the relevant time during the Board and Board
committee meetings. In order to keep directors abreast of the Group’s operations, the directors are also updated on initiatives
and developments on the Group’s business as soon as practicable and/or possible and on an ongoing basis.
To facilitate direct access to the management, the directors are also provided with the names and contact details of the
management team.
The management also provides the Board with management reports. These reports include budgets, forecasts and monthly
management accounts. In respect of budgets, any material variances between the projections and actual results are
disclosed and explained to the Board.
Company Secretary
The directors have separate and independent access to the company secretary. The company secretary is responsible for,
amongst others, ensuring that the Board’s procedures are observed and the Company’s Memorandum and Constitution,
relevant rules and regulations, including requirements of the Companies Act and the Catalist Rules, are complied with. The
company secretary also assists the Chairman and the Board in implementing and strengthening corporate governance
practices and processes.
The company secretary assists the Chairman in ensuring good information flows within the Board and its Board committees.
The company secretary attends Board and Board committee meetings and prepares minutes for the meetings and, where
appropriate, provides advice, secretarial support and assistance to the Board and ensures adherence to the board procedures
and relevant rules and regulations applicable to the Company. Under Article 151 of the Constitution of the Company, the
company secretary may be appointed and removed by the directors.
Independent professional advice
The Board has a process for directors, either individually or as a group, in the furtherance of their duties, to engage
independent professional advisers, if necessary, at the Group’s expense.
(B) REMUNERATION MATTERS
PROCEDURES FOR DEVELOPING REMUNERATION POLICIESPrinciple 7: There should be a formal and transparent procedure for developing policy on executive remuneration
and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own
remuneration.
The Remuneration Committee comprises Mr. Lim Kim Quee, Mr. Tan Siok Sing and Mr. Ng Tiak Soon, all of whom are Non-
Executive Independent Directors. Mr. Lim Kim Quee is the Chairman of the Remuneration Committee.
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The Remuneration Committee is responsible for ensuring a formal and transparent procedure for developing policies on
executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel.
The members of the Remuneration Committee carried out their duties in accordance with the terms of reference which
include, amongst others, the following:
(a) Review and recommend for endorsement by the Board, a general framework of remuneration for the Board and key
management personnel;
(b) Review and recommend for endorsement by the Board, specific remuneration packages for each director and key
management personnel;
(c) Review whether Executive Directors and key management personnel should be eligible for benefits under long-term
incentive schemes;
(d) Review annually the remuneration packages of all employees who are related to any of the directors, controlling
shareholders or the executive officers;
(e) Ensure that the remuneration packages are comparable within the industry and with similar companies and include a
performance-related element;
(f) Ensure that there are appropriate and meaningful measures of assessing the performance of Executive Directors and
key management personnel;
(g) Ensure that the remuneration package of key executives related to directors and controlling shareholders of the Group
are in line with the Group’s staff remuneration guidelines and commensurate with their respective job scopes and
levels of responsibilities;
(h) Implement and administer performance share plan and employee share option scheme in accordance with the rules
of the share plan and option scheme adopted by members of the Company from time to time; and
(i) Review the Group’s obligations arising in the event of termination of the Executive Director’s and key management
personnel’s contracts of service to ensure that such contracts of service contain fair and reasonable termination
clauses which are not overly generous.
The Remuneration Committee may from time to time and where necessary seek advice from external remuneration consultant
in framing the remuneration policy and determining the level and mix of remuneration for Directors and key management
personnel. The Board has not engaged any external remuneration consultant to advise on remuneration matters for FY2017.
No director is involved in determining his own remuneration.
LEVEL AND MIX OF REMUNERATION Principle 8: The level and structure of remuneration should be aligned with the long-term interest and risk policies of
the Company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship
of the Company; and (b) key management personnel to successfully manage the Company. However, companies should
avoid paying more than is necessary for this purpose.
DISCLOSURE ON REMUNERATIONPrinciple 9: Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration,
and the procedure for setting remuneration, in the Company’s annual report. It should provide disclosure in relation to
its remuneration policies to enable investors to understand the link between remuneration paid to directors and key
management personnel, and performance.
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In setting remuneration packages, the Remuneration Committee will take into account the pay and employment conditions
within the same industry and comparable companies, as well as the Group’s relative performance and the performance of
individual directors.
The Non-Executive Independent Directors receive directors’ fees, in accordance with their contributions, taking into account
factors such as effort, time spent, responsibilities of the directors and the need to pay competitive fees to attract, motivate
and retain the Non-Executive Independent Directors. Directors’ fees are recommended by the Board for approval by the
shareholders at the AGM.
The Executive Directors, namely Melvin Goh and Andy Goh, are remunerated based on their service agreements with the
Company as disclosed in the Company’s Offer Document dated 7 January 2014 (“Offer Document”). Their remuneration
includes fixed pay, annual wage supplement, performance bonuses, transport allowances, usage of company cars, and
subscription fees for country club memberships. The service agreements are valid for an initial period of three years with
effect from the date of listing, and thereafter continue from year to year unless terminated by either party giving six months
prior written notice to the other party.
Key management personnel are remunerated based on their employment contracts. Their remunerations include fixed pay,
annual wage supplement, performance bonuses, transport allowances and usage of company cars.
There are, at present, no provisions allowing the Company to reclaim incentive components of remuneration from Executive
Directors and key management personnel in exceptional circumstances of misstatement of financial results, or of misconduct
resulting in financial loss to the Company. The Company should be able to avail itself to remedies against the Executive
Directors in the event of such breach of fiduciary duties.
As disclosed in the Offer Document, the Company has in place the EuroSports Employee Share Option Scheme (“ESOS”)
and EuroSports Performance Share Plan (“PSP”) since 29 November 2013.
The ESOS is administered by the Remuneration Committee. Options may be granted to the following groups of participants
under the ESOS (a) Group employees; and (b) Group Directors (including Group Executive Directors, Group Non-Executive
Directors and Independent Directors). Controlling shareholders are not eligible to participate in the ESOS. However,
associates of a controlling shareholder who meet the eligibility criteria are eligible to participate in the ESOS provided that
(a) the participation of; and (b) the terms of each grant and the actual number of options granted under the ESOS, to a
participant who is an associate of a controlling shareholder shall be approved by our independent shareholders in separate
resolutions for each such person.
Offers for the grant of options may be made at any time from time to time at the discretion of the Remuneration Committee,
in accordance with the Catalist Rules. Options which are fixed at the market price may be exercised after the first anniversary
of the date of grant of that option while options exercisable at a discount to the market price may only be exercised after
the second anniversary from the day of grant of the option. The ESOS shall continue in operation for a maximum of 10 years
commencing on the date on which the ESOS is adopted by the Company in general meeting.
The exercise price for each option shall be determined and fixed by the Remuneration Committee at (a) a price (“Market
Price”) equal to the average of the last dealt price for the shares on Catalist for five consecutive market days immediately
preceding the relevant date of grant of the relevant option; or (b) a price which is set at a discount to the Market Price, the
quantum of such discount to be determined by the Remuneration Committee in its absolute discretion, provided that the
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maximum discount which may be given in respect of any option shall not exceed 20% of the Market Price.
The PSP is administered by the Remuneration Committee and shall continue in force at the discretion of the Remuneration
Committee, subject to a maximum period of 10 years commencing on the date on which the PSP is adopted by the Company
in general meeting, provided always that the PSP may continue beyond the above stipulated period with the approval of the
shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required.
The total number of shares over which the Remuneration Committee may grant the options under the ESOS and the total
number of shares which may be delivered pursuant to the vesting of awards under the PSP on any date, when added to the
number of shares issued and issuable in respect of (i) all options granted under the ESOS; (ii) all awards granted under the
PSP; and (iii) all outstanding options, shares or awards issued/issuable or granted under such other share-based incentive
schemes or share plans of the Company, shall not exceed 15% of the total number of issued shares (excluding treasury
shares, as defined in the Companies Act (Chapter 50) of Singapore) of the Company on the day immediately preceding the
offer date of the option or from time to time.
During the reporting year, no option to take up unissued shares of the Company or its subsidiary was granted.
During the reporting year, there were no shares of the Company or its subsidiaries issued by virtue of the exercise of an
option to take up unissued shares.
At the end of the reporting year, there were no unissued shares of the Company or its subsidiary under option.
During the reporting year, no shares were issued pursuant to the PSP.
Remuneration of directors and the CEO
The remuneration paid to or accrued to each director for FY2017 is as follows:
FeesS$’000
SalaryS$’000
Fixed Bonus (1) S$’000
Variable or Performance Related Income / Bonus
S$’000
Allowances And Benefits (2)
S$’000Total
S$’000
Melvin Goh – 451 96 – 78 625
Andy Goh – 376 79 – 84 539
Lim Kim Quee 35 – – – – 35
Ng Tiak Soon 50 – – – – 50
Tan Siok Sing 35 – – – – 35
Notes:(1) The Company paid the Executive Directors three months of contractual fixed bonuses.(2) Allowances and benefits include transport allowances, usage of car and membership subscription.
The remuneration received by the top five key management personnel (who are not Directors or the CEO) in FY2017
is approximately S$1.0 million, and a breakdown showing the level and mix of remuneration of each of the top five key
management personnel (who are not directors or the CEO) in bands of S$250,000 for FY2017 is as follows:
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Salary%
Variable or Performance Related Income / Bonus
%Allowances And Benefits (1)
%Total
%
S$250,000 to S$500,000Benjamin Solomon Tan 87 - 13 100Tan Jun Wei 93 5 2 100Below S$250,000Carolyn Ann Theng May Lin 95 4 1 100Chong Khim Cheng 76 23 1 100Yang Ee 91 3 6 100
Note:(1) Allowances and benefits include transport allowances, usage of car and others.
The Board is of the opinion that it is not in the best interest of the Company to disclose the exact details of remuneration of
the key management personnel due to the competitiveness of the industry for key talent.
Mr. Tan Jun Wei joined as Operations, Strategy and Business Development Director with effect on 01 April 2016.
Mr. Chong Khim Cheng resigned as Sales Director with effect on 31 January 2017.
Mr. Goh Kim Siew, brother of Mr. Melvin Goh and Mr. Andy Goh, who are the Directors of the Company, was appointed as Director
– System and Business Development. His remuneration in FY2017 was in the band of between S$100,000 to S$150,000.
Mr. Joshua Goh Yi Shun, son of Mr. Melvin Goh and nephew of Mr. Andy Goh, who are the Directors of the Company,
was appointed as Assistant Manager – Operations in our subsidiary, Euroautomobile Pte. Ltd., on 12 January 2017. As his
employment with the Company was less than 3 months as at 31 March 2017, his remuneration was less than S$50,000
in FY2017.
Save as disclosed, there are no employees who are immediate family members of a Director or the CEO, and whose
remuneration exceeds S$50,000 during FY2017.
(C) ACCOUNTABILITY AND AUDIT
ACCOUNTABILITYPrinciple 10: The Board should present a balanced and understandable assessment of the Company’s performance,
position and prospects.
The Board believes that it should conduct itself in ways that deliver maximum sustainable value to its shareholders. Timely
releases of the Group’s financial results and all significant information to shareholders, as well as the prompt fulfilment of
statutory requirements, are ways to maintain shareholder’s confidence and trust in the Board’s capability and integrity.
Currently, the Company is required to release half year and full year results announcements pursuant to the Catalist Rules.
The Board, with the assistance of the management, strives to provide a balanced and understandable assessment of the
Group’s performance and position. The Board also undertakes such effort with respect to other price sensitive public reports
and reports to regulators, when required.
The management is responsible to the Board and the Board itself is accountable to the shareholders of the Company.
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RISK MANAGEMENT AND INTERNAL CONTROLS Principle 11: The Board is responsible for the governance of risk. The Board should ensure that the management
maintains a sound system of risk management and internal controls to safeguard shareholders’ interests and the
Company’s assets, and should determine the nature and extent of the significant risks which the Board is willing to take
in achieving its strategic objectives.
The Board reviews the adequacy and effectiveness of the Group’s risk management and internal controls framework
including financial, operational, information technology and compliance controls at least on an annual basis.
The Company maintains a system of internal controls for all companies within the Group, but recognises that no internal
control system will preclude all errors and irregularities. The system is designed to manage rather than to eliminate the risk
of failure to achieve business objectives. The controls are to provide reasonable, but not absolute assurance to safeguard
shareholders’ investments and the Group’s assets.
For FY2017, the Executive Chairman and CEO and the GFC have provided their confirmation that the financial records
have been properly maintained and the financial statements give a true and fair view of the Company’s operations and
finances; and regarding the effectiveness of the Company’s risk management and internal control systems.
Based on the internal controls established and maintained by the Group, work performed by the internal and external
auditors and reviews performed by the management, various Board committees and/or the Board, the Board, with the
concurrence of the Audit Committee, is of the opinion that there are adequate and effective risk management systems
and internal controls in place to address the risks relating to financial, operational, compliance and information technology
controls for FY2017.
The system of internal controls and risk management established by the Company provides reasonable but no absolute
assurance that the Company will not be adversely affected by any event that can be reasonably foreseen as it strives
to achieve its business objectives. The Company is also consistently improving the Company’s internal controls and to
adopt the recommendations which have been highlighted by the internal and external auditors to further improve on the
Company’s internal controls.
In the financial year ended 31 March 2015, the Board has engaged the professional services of BDO LLP to assist the Board
to determine the Company’s levels of risk tolerance and risk policies. In the financial year ended 31 March 2016, the Board
has appointed a Chief Risk Officer and a Risk Management Team. The Board will oversee the management in the design,
implementation and monitoring of the risk management and internal control systems.
AUDIT COMMITTEE Principle 12: The Board should establish an Audit Committee with written terms of reference which clearly set out
its authority and duties.
The Audit Committee comprises Mr. Ng Tiak Soon, Mr. Lim Kim Quee, and Mr. Tan Siok Sing, all of whom are Non-Executive
Independent Directors. Mr. Ng Tiak Soon is the Chairman of the Audit Committee.
The members of the Audit Committee possess many years of experience in accounting, finance, banking, business and
management. The Board considers that the members of the Audit Committee are appropriately qualified to discharge the
responsibilities of the Audit Committee.
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The members of the Audit Committee carried out their duties in accordance with the terms of reference which include,
amongst others, the following:
I. To oversee and appraise the quality of the Company’s internal audit function and external auditors. In pursuance of
this function, the duties of the Audit Committee shall include, amongst others, the following:
(a) Review the scope and results of the external audit and the independence and objectivity of the external auditors;
(b) Review the internal and external audit plans and the audit reports;
(c) Review the internal control and procedures;
(d) Review risk management policies and systems and potential business risk management process;
(e) Review the co-operation given by management to the internal and external auditors; and
(f) Recommend to the Board on the proposals to the shareholders on the appointment, re-appointment and removal
of the external auditors and approve the remuneration and terms of engagement of the external auditors.
II. To serve as an independent and objective party to review the financial information presented by the management to
shareholders, regulators and the general public. In pursuance of this function, the duties of the Audit Committee shall
include, amongst other things, the following:
(a) Review the Company’s key financial risk areas, with a view to providing an independent oversight on the Group’s
financial reporting, and make the appropriate disclosure to the Board and in the Company’s annual report;
(b) Monitor the integrity of the financial information on the relevance and consistency of the accounting standards
used and to review the financial statements, significant financial reporting issues and judgements of the
Company and of the Group with the management and external auditors before submission to the Board; and
(c) Review the half year and full year financial statements and results announcements before submission to the
Board for approval.
III. To examine the adequacy of the Company’s internal controls, and evaluate adherence. In pursuance of this function,
the duties of the Audit Committee, shall include, amongst others, the following:
(a) Exercise authority to investigate any matter within its terms of reference, with full access to and co-operation
by the Company’s management and full discretion to invite any director or executive officer to attend its
meetings, and reasonable resources to enable the Audit Committee to discharge its functions properly;
(b) Review and report to the Board at least annually the adequacy and effectiveness of the Company’s internal
controls, including financial, operational, compliance and information technology controls;
(c) Review and discuss with the auditors any suspected fraud or irregularity, or suspected infringement of any
relevant laws, rules or regulations, which has or is likely to have a material impact on the Company’s operating
results or financial position, and the management’s response;
(d) Commission and review the findings of internal investigations into matters where there is any suspected fraud
or irregularity, or failure of internal controls or infringement of any laws, rules or regulations which has or is
likely to have a material impact on the Company’s operating results and/or financial position;
(e) Review policies and arrangements by which staff of the Company and any other persons may in confidence,
raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that
arrangements are in place for such concerns to be raised and independently investigated and for appropriate
follow up action;
(f) Review transactions (if any) falling within the scope of Chapter 9 and Chapter 10 of the Catalist Rules;
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(g) Review potential conflicts of interest (if any) and set out a framework to resolve or mitigate any potential conflicts
of interests; and
(h) Review and approve foreign exchange hedging policies and instruments (if any) implemented by the Group and
conduct periodic review of foreign exchange transactions and hedging policies and procedures.
Summary of the Audit Committee’s activities
The Audit Committee will meet at least twice a year to review the announcement of the half year and full year financial
results before being approved by the Board for release to the SGX-ST.
The Audit Committee met four times in FY2017. Details of members and their attendance at meetings are provided in page
31. The Executive Chairman and CEO, Executive Director and Deputy CEO, GFC and company secretary were invited to these
meetings. Internal auditors and external auditors were invited to two of the above meetings as well.
For FY2017, the Audit Committee has met with external and internal auditors, without the presence of management.
The principal activities of the Audit Committee during FY2017 are summarised below:
(a) Reviewed the half year and full year financial statements and results announcements, material announcements, and
all related disclosures to shareholders before submission to the Board for approval;
(b) Reviewed the audit plan and audit report of the Company’s internal and external auditors and ensured the adequacy
of the Company’s system of accounting controls and the co-operation given by the management to the external and
internal auditors;
(c) Reviewed the annual financial statements and also discussed with the management, the GFC and the external auditors
significant accounting policies, judgement and estimate applied by the management in preparing the annual financial
statements. Following the review and discussions, the Audit Committee then recommended to the Board for approval
of the audited financial statements;
(d) Recommended to the Board for re-appointment of RSM Chio Lim LLP as auditors of the Company for the ensuing year;
(e) Undertook a review of the independence and objectivity of the external auditors through discussions with the external
auditors as well as reviewing the non-audit fees awarded to them;
(f) Reviewed the nature and extent of non-audit services provided by the external auditors;
(g) Reviewed the reports and findings from the internal auditors; and
(h) Reviewed the Group’s interested person transactions to ensure that the transactions were carried out on normal
commercial terms and are not prejudicial to the interests of the Company or its non-controlling shareholders.
External Audit Processes
The Audit Committee manages the relationship with the Group’s external auditors, on behalf of the Board. For FY2017, the
Audit Committee carried out its annual assessment of the cost effectiveness of the audit process, together with the auditor’s
approach to audit quality and transparency. The Audit Committee concluded that the auditors demonstrated appropriate
qualifications and expertise and that the audit process was effective. Therefore, the Audit Committee recommended to the
Board that RSM Chio Lim LLP be re-appointed as the external auditor.
The Board accepted this recommendation and has proposed a resolution (set out on page 107) to the shareholders of the
Company for the re-appointment of RSM Chio Lim LLP.
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
46
CORPORATE GOVERNANCE
Pursuant to the Rule 713 of the Catalist Rules, an audit partner may only be in charge of a maximum of five consecutive
annual audits and may then return after two years. The current RSM Chio Lim LLP’s audit partner has been responsible for
the audit of the Group since FY2017.
In appointing external auditors for the Group, the Company is in compliance with Rules 712 and 715 of the Catalist Rules.
Auditor Independence
In order to maintain the independence of the external auditors, the Group has specific policy which governs the conduct of
non-audit work by the external auditors. This policy prohibits the external auditors from:
• Performing services which would result in the auditing of their own work;
• Participating in activities normally undertaken by the management;
• Acting as advocate for the Group;
• Creating a mutuality of interest between the auditors and the Group, for example being remunerated through a success
fee structure.
The Audit Committee undertook a review of the independence and objectivity of the external auditors through discussions
with the external auditors as well as reviewing the non-audit fees awarded to them. The Audit Committee received an audit
report from the external auditors setting out the non-audit services provided and the fees charge for FY2017. The aggregate
amount of fees paid to the external auditors for audit and non-audit services for FY2017 are as follows:
S$’000Audit Fees 110
Non-audit Fees 28
Having undertaken a review of the non-audit services provided during the year, the Audit Committee remains confident
that the objectivity and independence of the external auditors are not in any way impaired by reason of the non-audit
services which they provide to the Group. Moreover, the Audit Committee is satisfied that these services were provided
efficiently by the external auditors as a result of their existing knowledge of the business.
Whistle Blowing
The Audit Committee reviewed the adequacy of the whistle blower arrangements instituted by the Group through which
staff and external parties may, in confidence, raise concerns about possible improprieties in matters of financial reporting
or other matters.
The Group is committed to a high standard of ethical conduct and adopts a zero tolerance approach to fraud. The Group
will treat all information received confidentially and protect the identity and the interest of all whistle blowers. Anonymous
disclosures will be accepted and anonymity honored. The policy is communicated via the Company’s website under the
“Code of Conduct and Ethics”.
The Audit Committee will address the issues and concerns raised and ensure that necessary arrangements are in place for
the independent investigation of issues raised by the whistle blowers and for appropriate follow up actions.
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
47
CORPORATE GOVERNANCE
INTERNAL AUDITPrinciple 13: The Company should establish an effective internal audit function that is adequately resourced and
independent of the activities it audits.
The Board recognises the importance of maintaining an internal audit function to maintain a sound system of internal
controls within the Group to safeguard shareholders’ investments and the Group’s assets. The Audit Committee has the
responsibility to review the adequacy of the internal audit function annually, review the internal audit program and
ensure co-ordination between internal auditor, external auditor and the management. The objective of the internal
audit function is to provide an independent review on the adequacy and effectiveness of the Group’s internal controls and
provide reasonable assurance to the Audit Committee on the Group’s controls and governance processes.
The internal audit function is outsourced to BDO LLP who reports primarily to the Audit Committee. BDO LLP is an international
auditing firm and they perform their work based on the BDO Global Internal Audit Methodology which is consistent with the
International Standards for the Professional Practice of Internal Auditing established by the Institute of Internal Auditors.
The Audit Committee reviews and approves the internal audit plan submitted by the internal audit function. On an on-going
basis, the internal audit function reports to the Audit Committee any significant weaknesses and risks identified in the
course of internal audits conducted. Recommendations to address internal control weaknesses are further reviewed by the
internal audit function based on implementation dates agreed with the management.
(D) SHAREHOLDER RIGHTS AND RESPONSIBILITIES
SHAREHOLDER RIGHTSPrinciple 14: Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate
the exercise of shareholders’ rights, and continually review and update such governance arrangements.
The Company recognises the importance of maintaining transparency and accountability to its shareholders. The Board
ensures that all shareholders are treated equitably and the rights of all shareholders, including non-controlling shareholders,
are protected. All the necessary disclosures required by the Catalist Rules will be made in public announcements, press releases
and annual reports to shareholders. The Company is committed to providing shareholders with adequate, timely and sufficient
information pertaining to changes in the Group’s business which could have a material impact on the Company’s share price.
The Company strongly encourages shareholder participation during the AGM which will be held in a central location in
Singapore. Shareholders are able to proactively engage the Board and the management on the Group’s business
activities, financial performance and other business related matters.
COMMUNICATIONS WITH SHAREHOLDERSPrinciple 15: Companies should actively engage their shareholders and put in place an investor relations policy to
promote regular, effective and fair communication with shareholders.
The Company is committed to maintaining high standards of corporate disclosure and transparency. The Company
values dialogue sessions with the shareholders. The Company believes in regular, effective and fair communication with
shareholders and is committed to hearing shareholders’ views and addressing their concerns.
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
48
CORPORATE GOVERNANCE
The AGM of the Company is a principal forum for dialogue and interaction with all shareholders. All shareholders will receive
the annual report and the notice of AGM. At the AGM, shareholders will be given the opportunity to voice their views and to
direct questions regarding the Group to the Directors including the Chairman of the Board and respective Chairman for each
of the Board committees. The external auditors are also present to assist the Directors in addressing any relevant queries
from the shareholders.
Material information is disclosed in a comprehensive, accurate and timely manner via SGX-NET. To ensure a level playing
field and provide confidence to shareholders, unpublished price sensitive information is not selectively disclosed. In the
event that unpublished material information is inadvertently disclosed to any selected group in the course of the Group’s
interactions with the investing community, a media release or announcement will be released to the public via SGX-NET.
In view of its financial performances, the Company is not proposing the payment of dividends for the year.
CONDUCT OF SHAREHOLDER MEETINGS Principle 16: Companies should encourage greater shareholder participation at general meetings of shareholders, and
allow shareholders the opportunity to communicate their views on various matters affecting the Company.
The Group supports and encourages active shareholder participation at general meetings. The Board believes that general
meetings serve as an opportune forum for shareholders to meet the Board and key management personnel, and to interact
with them. Information on general meetings is disseminated through notices in the annual reports or circulars sent to
all shareholders. The notices are also released via SGX-NET and published in local newspapers, as well as posted on the
Company’s website.
The Company’s Constitution allows all shareholders to appoint not more than two proxies to attend general meetings and
vote on their behalf. The Company’s Constitution also allows investors, who holds shares through nominees such as CPF
and custodian banks, to attend and vote at the general meetings without being constrained by the two-proxy rule. As the
authentication of shareholder identity information and other related security issues still remain a concern, the Group has
decided, for the time being, not to implement voting in absentia by mail, email or fax.
The company secretary, with the assistance of his representative, prepare minutes of shareholders’ meetings, which
incorporate substantial comments or queries from shareholders and responses from the Board and the management. These
minutes are available to shareholders upon request.
With effect from 2015 AGM, the Company has adopted electronic poll voting by shareholders for greater transparency in
the voting process. The number of votes cast for or against each resolution will be displayed immediately after the voting
of each resolution. After the meeting, the results will be posted on the SGX-NET website.
(E) ADDITIONAL INFORMATION
Dealings in Securities
In compliance with Rule 1204(19) of the Catalist Rules, the Company has issued a directive to all employees and directors
not to deal in the Company’s securities one month before the announcement of half year and full year results and ending on
the date of the announcement of the relevant results. Reminders are sent via email to remind all directors and employees.
CORPORATE GOVERNANCEEUROSPORTS GLOBAL ANNUAL REPORT 2017
49
CORPORATE GOVERNANCE
The Company has conducted staff briefing to explain the Company’s policy on this matter. In addition, the directors and
employees are advised not to deal in the Company’s securities on short term considerations and are expected to observe
the insider trading laws at all times even when dealing in securities within the permitted trading periods. The Board will be
kept informed when a director trades in the Company’s securities. In view of the processes in place, in the opinion of the
directors, the Company has complied with Rule 1204(19) of the Catalist Rules on dealings in securities.
Interested Person Transactions
The Group has not obtained a general mandate from shareholders for interested person transactions. The Company has
established procedures to ensure that all transactions with interested persons are reported in a timely manner to the Audit
Committee and that the transactions are carried out on an arm’s length basis. There were no interested person transactions
above S$100,000 entered into by the Group since the Company is listed.
Use of IPO Proceeds
Amount allocated as stated in the offer document
S$’ million
Amount utilisedas at 31 March 2017
S$’ million
Balance of net proceeds as at 31 March 2017
S$’ million
Expansion of our operations locally and in other markets and diversification into other luxury lifestyle business 6.00 4.30(1) 1.70
General working capital 2.46 2.46(2) –
Total 8.46 6.76 1.70
Notes:(1) Amount utilised as at 31 March 2016 was S$1.5 million. An amount of S$2.5 million was utilised on 24 May 2016 for Ultimate Drive
EuroSports Pte. Ltd.. An amount of S$0.30 million was utilised on 23 February 2017 to fund the Shareholder Loan provided by Autoinc
EuroSports Pte. Ltd. to Exquisite Marques Holding Pte. Ltd. for the Business Transfer.(2) The amount of S$2.46 million deployed for general working capital includes the purchase of inventories and operating expenses.
Material Contracts
Save for the service agreements between the Executive Directors and the Company, there were no material contracts
entered into by the Company or its subsidiaries involving the interest of any Director or controlling shareholder subsisting
as at 31 March 2017, or if not then subsisting, entered into in FY2017.
Non-sponsor fees
In compliance with Rule 1204(21) of the Catalist Rules, there were no non-sponsor fees paid to the Company’s sponsor, CIMB
Bank Berhad, Singapore Branch, subsequent to the Company’s listing on the Catalist to the date of this report.
STATEMENT BY DIRECTORSEUROSPORTS GLOBAL ANNUAL REPORT 2017
50
The directors of the company are pleased to present the accompanying financial statements of the company and of the
group for the reporting year ended 31 March 2017.
1. OPINION OF THE DIRECTORS
In the opinion of the directors,
(a) the accompanying financial statements and the consolidated financial statements are drawn up so as to give a
true and fair view of the financial position and performance of the company and, of the financial position and
performance of the group for the reporting year covered by the financial statements or consolidated financial
statements; and
(b) at the date of the statement there are reasonable grounds to believe that the company will be able to pay its
debts as and when they fall due.
The board of directors approved and authorised these financial statements for issue.
2. DIRECTORS
The directors of the company in office at the date of this statement are:
Goh Kim San
Goh Kim Hup
Ng Tiak Soon
Tan Siok Sing
Lim Kim Quee
3. DIRECTORS’ INTERESTS IN SHARES AND DEBENTURES
The directors of the company holding office at the end of the reporting year were not interested in shares in or
debentures of the company or other related body corporate as recorded in the register of directors’ shareholdings
kept by the company under section 164 of the Companies Act, Chapter 50 (the “Act”) except as follows:
Name of directors andcompanies in which interests are held
Direct interest Deemed interest
At beginning of the reporting year
At end of the reporting year
At beginning of the reporting year
At end of the reporting year
Number of shares of no par value
The company – EuroSports Global Limited
Goh Kim San 75,189,200 75,189,200 40,000,000 40,000,000
Goh Kim Hup 66,000,000 63,815,600 8,000,000 10,500,000
By virtue of section 7 of the Act, Mr Goh Kim San and Mr Goh Kim Hup are deemed to have an interest in the company
and in all the related body corporates of the company.
The directors’ interests as at 21 April 2017 were the same as those at the end of the reporting year.
STATEMENT BY DIRECTORSYear Ended 31 March 2017
STATEMENT BY DIRECTORSEUROSPORTS GLOBAL ANNUAL REPORT 2017
51
4. ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE BENEFITS BY MEANS OF THE ACQUISITION OF SHARES AND DEBENTURES
Neither at the end of the reporting year nor at any time during the reporting year did there subsist arrangements to
which the company is a party, being arrangements whose objects are, or one of whose objects is, to enable directors of
the company to acquire benefits by means of the acquisition of shares in or debentures of the company or any other
body corporate.
5. SHARE OPTIONS AND SHARE PLAN
EuroSports Employee Share Option Scheme (“ESOS”)
The ESOS was approved pursuant to a resolution passed by the shareholders on 29 November 2013.
The ESOS is administered by the Remuneration Committee whose members are:
Lim Kim Quee (Chairman of the Remuneration Committee, Non-Executive Independent Director)
Tan Siok Sing (Non-Executive Independent Director)
Ng Tiak Soon (Non-Executive and Lead Independent Director)
Subject to the absolute discretion of the Remuneration Committee, options may be granted to the following groups of
participants under the ESOS:
• Group employees; and
• Group Directors (including Group Executive Directors, Group Non-Executive Directors and Independent Directors).
Controlling shareholders are not eligible to participate in the ESOS. However, associates of a controlling shareholder
who meet the eligibility criteria are eligible to participate in the ESOS provided that (a) the participation of; and (b) the
terms of each grant and the actual number of options granted under the ESOS, to a participant who is an associate
of a controlling shareholder shall be approved by our independent shareholders in separate resolutions for each such
person.
Offers for the grant of options may be made at any time from time to time at the discretion of the Remuneration
Committee, in accordance with the SGX-ST Catalist Listing Manual. Options which are fixed at the market price may
be exercised after the first anniversary of the date of grant of that option while options exercisable at a discount to
the market price may only be exercised after the second anniversary from the day of grant of the option. The ESOS
shall continue in operation for a maximum of 10 years commencing on the date on which the ESOS is adopted by the
company in general meeting.
STATEMENT BY DIRECTORSYear Ended 31 March 2017
STATEMENT BY DIRECTORSEUROSPORTS GLOBAL ANNUAL REPORT 2017
52
5. SHARE OPTIONS AND SHARE PLAN (CONT’D)
EuroSports Employee Share Option Scheme (“ESOS”) (Cont’d)
The exercise price for each option shall be determined by the Remuneration Committee at its absolute discretion, and
fixed by the Remuneration Committee at:
• a price (“Market Price”) equal to the average of the last dealt price for the shares on Catalist for five consecutive
market days immediately preceding the relevant date of grant of the relevant Option; or
• a price which is set at a discount to the Market Price, the quantum of such discount to be determined by the
Remuneration Committee in its absolute discretion, provided that the maximum discount which may be given in
respect of any option shall not exceed 20% of the Market Price.
EuroSports Performance Share Plan (“PSP”)
The group operates a Performance Share Plan which was approved pursuant to a resolution passed by the shareholders
on 29 November 2013.
The PSP is administered by the Remuneration Committee. The participants of the PSP are similar to those of the ESOS.
The PSP shall continue in force at the discretion of the Remuneration Committee, subject to a maximum period 10
years commencing on the date on which the PSP is adopted by the company in general meeting, provided always that
the PSP may continue beyond the above stipulated period with the approval of the shareholders by ordinary resolution
in general meeting and of any relevant authorities which may then be required.
The total number of shares over which the Remuneration Committee may grant the options under the ESOS and the
total number of shares which may be delivered pursuant to the vesting of awards under the PSP on any date, when
added to the number of shares issued and issuable in respect of (i) all options granted under the ESOS; (ii) all awards
granted under the PSP; and (iii) all outstanding options, shares or awards issued/issuable or granted under such other
share-based incentive schemes or share plans of the company, shall not exceed 15% of the total number of issued
shares (excluding treasury shares, as defined in the Act) of the company on the day immediately preceding the offer
date of the option or from time to time.
During the reporting year, no option to take up unissued shares of the company or other body corporate in the group
was granted.
During the reporting year, there were no shares issued by virtue of the exercise of an option to take up unissued
shares.
At the end of the reporting year, there were no unissued shares under option.
During the reporting year, no shares were issued pursuant to the PSP.
STATEMENT BY DIRECTORSYear Ended 31 March 2017
STATEMENT BY DIRECTORSEUROSPORTS GLOBAL ANNUAL REPORT 2017
53
6. INDEPENDENT AUDITOR
RSM Chio Lim LLP has expressed their willingness to accept re–appointment.
7. AUDIT COMMITTEE
The members of the audit committee at the date of this statement are as follows:
Ng Tiak Soon (Chairman of the Audit Committee, Non-Executive and Lead Independent Director)
Tan Siok Sing (Non-Executive Independent Director)
Lim Kim Quee (Non-Executive Independent Director)
The audit committee performs the functions specified by section 201B (5) of the Act. Among other functions, it
performed the following:
• Reviewed the full year financial statements and dividend announcement, material announcements, and all
related disclosures to shareholders before submission to the Board for approval;
• Reviewed the audit plan and audit report of the company’s internal and external auditors and ensured the
adequacy of the company’s system of accounting controls and the co-operation given by management to the
external and internal auditors;
• Reviewed the annual financial statements and also discussed with management, the chief financial officer and
the external auditors the significant accounting policies, judgements and estimates applied by management
in preparing the annual financial statements. Following the review and discussions, the audit committee then
recommended to the Board for approval of the audited financial statements;
• Recommended to the Board for re-appointment of RSM Chio Lim LLP as independent external auditors of the
company for the ensuing year;
• Undertook a review of the independence and objectivity of the external auditors through discussions with the
external auditors as well as reviewing the non-audit fees awarded to them;
• Reviewed the nature and extent of non-audit services provided by the external auditors;
• Reviewed the reports and findings from the internal auditors; and
• Reviewed the group’s interested person transactions to ensure that the transactions were carried out on normal
commercial terms and are not prejudicial to the interests of the company or its non-controlling shareholders.
STATEMENT BY DIRECTORSYear Ended 31 March 2017
STATEMENT BY DIRECTORSEUROSPORTS GLOBAL ANNUAL REPORT 2017
54
8. SUBSEQUENT DEVELOPMENTS
There are no significant developments subsequent to the release of the group’s and the company’s preliminary
financial statements, as announced on 24 May 2017, which would materially affect the group’s and the company’s
operating and financial performance as of the date of this report.
On behalf of the directors
...........................................……….... ...........................................………....
Goh Kim San Goh Kim Hup
Director Director
29 June 2017
STATEMENT BY DIRECTORSYear Ended 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
55
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
We have audited the accompanying financial statements of EuroSports Global Limited (the “company”) and its subsidiaries
(the “group”) which comprise the consolidated statement of financial position of the group and the statement of financial
position of the company as at 31 March 2017, and the consolidated statement of profit or loss and other comprehensive
income, statement of changes in equity and statement of cash flows of the group, and statement of changes in equity of the
company for the reporting year then ended, and notes to the financial statements, including accounting policies.
In our opinion, the accompanying consolidated financial statements of the group and the statement of financial position and
statement of changes in equity of the company are properly drawn up in accordance with the provisions of the Companies
Act, Chapter 50 (the Act) and Financial Reporting Standards in Singapore (FRSs) so as to give a true and fair view of
the consolidated financial position of the group and the financial position of the company as at 31 March 2017 and of
the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the group and the
changes in equity of the company for the reporting year ended on that date.
Basis for opinion
We conducted our audit in accordance with Singapore Standards on Auditing (SSAs). Our responsibilities under those
standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our
report. We are independent of the company in accordance with the Accounting and Corporate Regulatory Authority (ACRA)
Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities (ACRA Code) together with the
ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current reporting year. These matters were addressed in the context of our audit
of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Valuation of inventory
Refer to notes 2A and 2C to the financial statements for the relevant accounting policy and key estimates used in the
valuation of inventories respectively, and Note 14 for the breakdown of inventory at the reporting year end.
Inventories amounted to $36,039,000, representing 49% of the group’s total assets as at 31 March 2017.
Management applied judgement in determining the appropriate allowance for inventories by taking into consideration
various factors, including prevailing market conditions, future demand and anticipated selling prices.
INDEPENDENT AUDITOR’S REPORTYear Ended 31 March 2017
INDEPENDENT AUDITOR’S REPORT
EUROSPORTS GLOBAL ANNUAL REPORT 2017
56
Key audit matters (cont’d)
Valuation of inventory (cont’d)
We have considered the appropriateness of management’s judgements applied in calculating the value of inventory
provisions, taking into consideration historical information and industry benchmark. We verified the mechanical accuracy
of the provision by reviewing the calculation criteria and recalculating them to verify that they are in line with the group
policy. We have also reviewed the aging of the inventory items and compare selected inventory’s carrying value to recent
sales transactions.
We have also assessed the adequacy of the disclosures made in the financial statements.
Impairment of cost of investments and net receivables due from subsidiaries
Refer to Notes 2A and 2C for the relevant accounting policy and the critical judgements, assumptions and estimation
uncertainties used in impairment assessment of cost of investments in subsidiaries and net receivables due from subsidiaries
at the reporting year end. Refer to Notes 13 and 15 for the investment in subsidiaries and amount due from subsidiaries
respectively.
Total cost of investment in subsidiaries amounted to $10,453,000 and amount due from subsidiaries amounted to $7,594,000.
As these balances are significant, they are a key focus area for our audit.
For the non-performing subsidiaries or if they have significant negative equity balances, the company will have exposure to
loss on cost of investments and amount due from the subsidiaries. Any impairment losses on the investments in subsidiaries
and the related receivables from these subsidiaries have to be recognised in the company’s separate financial statements.
Management made a comparison of carrying values of the subsidiaries with the company’s share of net assets or liabilities
of the subsidiaries to identify indications of impairment loss on these investments and related receivables. A total exposure
of $4,059,000 was considered. This amount comprised $3,692,000 impairment of cost of investment in subsidiaries and
$367,000 impairment of net receivables from subsidiaries. The total impairment loss allowance for the year was $4,059,000.
We have reviewed and considered management’s assessment on the net assets or liabilities of these subsidiaries. We have
also assessed management’s basis to determine potential impairment in both financial and non-financial assets of these
subsidiaries. We also had discussions with management on the prospects and future plans of these subsidiaries.
We have also assessed the adequacy of the disclosures made in the financial statements.
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORTYear Ended 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
57
Other information
Management is responsible for the other information. The other information comprises the information included in the
statement by directors and the annual report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Responsibilities of management and directors for the financial statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
the provisions of the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient
to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair
financial statements and to maintain accountability of assets.
In preparing the financial statements, management is responsible for assessing the group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the group or to cease operations, or has no realistic alternative but to do so.
The directors’ responsibilities include overseeing the group’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORTYear Ended 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
58
Auditor’s responsibilities for the audit of the financial statements (cont’d)
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s
internal control.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
(d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the group to cease to continue as a going
concern.
(e) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORTYear Ended 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
59
Auditor’s responsibilities for the audit of the financial statements (cont’d)
From the matters communicated with the directors, we determine those matters that were of most significance in the
audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
In our opinion, the accounting and other records required by the Act to be kept by the company and by those subsidiary
corporations incorporated in Singapore of which we are the auditors have been properly kept in accordance with the
provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Eu Chee Wei David.
RSM Chio Lim LLP
Public Accountants and
Chartered Accountants
Singapore
29 June 2017
Engagement partner – effective from year ended 31 March 2017
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORTYear Ended 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
60
Group
Notes 2017$’000
2016$’000
Revenue 5 52,403 63,531
Cost of sales (46,909) (55,403)
Gross profit 5,494 8,128
Other income 6 8,605 8,540
Interest income 35 120
Other gains 7 68 124
Marketing and distribution expenses 8 (2,589) (3,454)
Administrative expenses 8 (17,201) (16,781)
Other losses 7 (672) (39)
Finance costs 8 (1,556) (1,052)
Loss before tax (7,816) (4,414)
Income tax expense 10 (103) (188)
Loss, net of tax (7,919) (4,602)
Other comprehensive income, net of tax
Total comprehensive loss (7,919) (4,602)
Loss for the year, net of tax attributable to:
Owners of the parent (7,968) (4,496)
Non–controlling interests 49 (106)
(7,919) (4,602)
Total comprehensive loss for the year attributable to:
Owners of the parent (7,968) (4,496)
Non–controlling interests 49 (106)
(7,919) (4,602)
Cents CentsLoss per share:
Basic and diluted 11 (3.01) (1.70)
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS & OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF PROFIT OR LOSS & OTHER COMPREHENSIVE INCOMEYear Ended 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
61
Group Company
Notes 2017$’000
2016$’000
2017$’000
2016$’000
ASSETS
Non-current assets
Property, plant and equipment 12 27,733 24,317 ‒ ‒
Investment in subsidiaries 13 ‒ ‒ 5,261 7,953
Other assets 16 ‒ 40 ‒ ‒
Total non-current assets 27,733 24,357 5,261 7,953
Current assets
Inventories 14 36,039 52,399 ‒ ‒
Trade and other receivables 15 2,936 3,232 7,227 9,892
Other assets 16 1,443 3,996 42 107
Cash and cash equivalents 17 5,055 6,655 62 32
Total current assets 45,473 66,282 7,331 10,031
Total assets 73,206 90,639 12,592 17,984
EQUITY AND LIABILITIES
Equity
Share capital 18 18,469 18,469 18,469 18,469
(Accumulated losses) Retained earnings (5,980) 1,988 (6,065) (616)
Equity attributable to owners of the parent 12,489 20,457 12,404 17,853
Non-controlling interest 54 5 ‒ ‒
Total equity 12,543 20,462 12,404 17,853
Non-current liabilities
Other financial liabilities 20 13,766 11,782 ‒ ‒
Other liabilities 21 6,610 9,866 ‒ ‒
Total non-current liabilities 20,376 21,648 ‒ –
Current liabilities
Income tax payable ‒ 139 ‒ ‒
Trade and other payables 19 4,784 4,652 188 131
Other financial liabilities 20 15,808 26,891 ‒ ‒
Other liabilities 21 19,695 16,847 ‒ ‒
Total current liabilities 40,287 48,529 188 131
Total liabilities 60,663 70,177 188 131
Total equity and liabilities 73,206 90,639 12,592 17,984
The accompanying notes form an integral part of these financial statements.
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF FINANCIAL POSITIONAs at 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
62
TotalEquity$’000
Non-controlling
interest$’000
Attributableto parent
$’000
Sharecapital$’000
(Accumulatedlosses)
retainedearnings$’000
Group:
Current year:
Opening balance at 1 April 2016 20,462 5 20,457 18,469 1,988
Movements in equity:
Total comprehensive loss for the year (7,919) 49 (7,968) – (7,968)
Closing balance at 31 March 2017 12,543 54 12,489 18,469 (5,980)
Previous year:
Opening balance at 1 April 2015 25,064 111 24,953 18,469 6,484
Movements in equity:
Total comprehensive loss for the year (4,602) (106) (4,496) – (4,496)
Closing balance at 31 March 2016 20,462 5 20,457 18,469 1,988
Totalequity$’000
Sharecapital$’000
Accumulatedlosses$’000
Company:
Current year:
Opening balance at 1 April 2016 17,853 18,469 (616)
Movements in equity:
Total comprehensive loss for the year (5,449) – (5,449)
Closing balance at 31 March 2017 12,404 18,469 (6,065)
Previous year:
Opening balance at 1 April 2015 19,226 18,469 757
Movements in equity:
Total comprehensive loss for the year (1,373) – (1,373)
Closing balance at 31 March 2016 17,853 18,469 (616)
The accompanying notes form an integral part of these financial statements.
STATEMENTS OF CHANGES IN EQUITY
STATEMENTS OF CHANGES IN EQUITYYear Ended 31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
63
Group
2017$’000
2016$’000
Cash flows from operating activities
Loss before tax (7,816) (4,414)
Adjustments for:
Deferred income (3,333) (3,333)
Depreciation of property, plant and equipment 2,405 1,640
Amortisation of other assets 236 893
Gain on disposal of property, plant and equipment (27) (9)
Property, plant and equipment written off 144 ‒
Impairment loss on goodwill 385 ‒
Interest income (35) (120)
Interest expense 1,556 1,052
Operating cash flows before changes in working capital (6,485) (4,291)
Inventories 16,660 (19,070)
Trade and other receivables 295 (1,251)
Other assets 2,357 (712)
Other liabilities 2,926 2,240
Trade and other payables 100 3,205
Net cash flows from (used in) operations 15,853 (19,879)
Income taxes paid (242) (184)
Net cash flows from (used in) operating activities 15,611 (20,063)
Cash flows from investing activities
Net cash used in acquisitions of subsidiaries (Note 22) (803) ‒
Purchase of property, plant and equipment (Notes 12 and 17B) (469) (2,991)
Disposal of property, plant and equipment 213 87
Interest received 35 120
Net cash flows used in investing activities (1,024) (2,784)
Cash flows from financing activities
(Decrease) increase of other financial liabilities (12,576) 22,678
Finance lease repayment (2,055) (1,705)
Interest paid (1,556) (1,052)
Net cash flows (used in) from financing activities (16,187) 19,921
Net decrease in cash and cash equivalents (1,600) (2,926)
Cash and cash equivalents, statement of cash flows, beginning balance 6,295 9,221
Cash and cash equivalents, statement of cash flows, ending balance (Note 17A) 4,695 6,295
The accompanying notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CASH FLOWSYear Ended 31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
64
1. GENERAL
The company is incorporated in Singapore with limited liability. The financial statements are presented in Singapore
dollars and they cover the company (referred to as “parent”) and the subsidiaries.
The board of directors approved and authorised these financial statements for issue on the date of the statement by
directors.
The principal activities of the company are those of an investment holding company and the provision of management
services. The principal activities of the subsidiaries are disclosed in (Note 13) to the financial statements.
The registered office and principal place of business is at 30 Teban Gardens Crescent Singapore 608927.
The group has reported loss for the year. The financial position of the entity, its cash flows, liquidity position and
borrowing facilities are described in the notes to the financial statements. In addition the notes to the financial
statements include the objectives, policies and processes for managing capital; financial risk management objectives;
details of its financial instruments; and its exposures to credit risk and liquidity risk. The entity has considerable financial
resources together with some good arrangements with a number of customers and suppliers. As a consequence,
the management believes that the entity is well placed to manage its business risks. After making enquiries, the
management has a reasonable expectation that the entity has adequate resources to continue in operational existence
for the foreseeable future. Accordingly, the management continues to adopt the going concern basis in preparing the
financial statements.
Accounting convention
The financial statements have been prepared in accordance with the Financial Reporting Standards in Singapore
(“FRS”) and the related Interpretations to FRS (“INT FRS”) as issued by the Singapore Accounting Standards Council
and the Companies Act, Chapter 50. The financial statements are prepared on a going concern basis under the
historical cost convention except where an FRS requires an alternative treatment (such as fair values) as disclosed
where appropriate in these financial statements. The accounting policies in FRSs may not be applied when the effect
of applying them is immaterial. The disclosures required by FRSs need not be provided if the information resulting
from that disclosure is not material. Other comprehensive income comprises items of income and expense (including
reclassification adjustments) that are not recognised in the income statement, as required or permitted by FRS.
Reclassification adjustments are amounts reclassified to profit or loss in the income statement in the current period
that were recognised in other comprehensive income in the current or previous periods.
Basis of preparation of the financial statements
The preparation of financial statements in conformity with generally accepted accounting principles requires the
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting year. Actual results could differ from those estimates. The estimates
and assumptions are reviewed on an ongoing basis. Apart from those involving estimations, management has made
judgements in the process of applying the entity’s accounting policies. The areas requiring management’s most
difficult, subjective or complex judgements, or areas where assumptions and estimates are significant to the financial
statements, are disclosed at the end of this footnote, where applicable.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
65
1. GENERAL (CONT’D)
Basis of presentation
The consolidated financial statements include the financial statements made up to the end of the reporting year of the
company and all of its subsidiaries. The consolidated financial statements are the financial statements of the group in
which the assets, liabilities, equity, income, expenses and cash flows of the parent and its subsidiaries are presented as
those of a single economic entity and are prepared using uniform accounting policies for like transactions and other
events in similar circumstances. All significant intragroup balances and transactions, including income, expenses and
cash flows are eliminated on consolidation. Subsidiaries are consolidated from the date the reporting entity obtains
control of the investee and cease when the reporting entity loses control of the investee. Control exists when the
group has the power to govern the financial and operating policies so as to gain benefits from its activities.
Changes in the group’s ownership interest in a subsidiary that do not result in the loss of control are accounted for
within equity as transactions with owners in their capacity as owners. The carrying amounts of the group’s and
non–controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. When the
group loses control of a subsidiary it derecognises the assets and liabilities and related equity components of the
former subsidiary. Any gain or loss is recognised in profit or loss. Any investment retained in the former subsidiary is
measured at fair value at the date when control is lost and is subsequently accounted as available–for–sale financial
assets in accordance with FRS 39.
The company’s separate financial statements have been prepared on the same basis, and as permitted by the
Companies Act, Chapter 50, the company’s separate statement of comprehensive income is not presented.
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION
2A. Significant accounting policies
Revenue recognition
The revenue amount is the fair value of the consideration received or receivable from the gross inflow of economic
benefits during the reporting year arising from the course of the activities of the entity and it is shown net of any related
sales taxes and rebates. Revenue from the sale of goods is recognised when significant risks and rewards of ownership
are transferred to the buyer, there is neither continuing managerial involvement to the degree usually associated
with ownership nor effective control over the goods sold, and the amount of revenue and the costs incurred or to
be incurred in respect of the transaction can be measured reliably. Revenue from rendering of services that are not
significant transactions is recognised as the services are provided or when the significant acts have been completed.
Rental revenue is recognised on a time-proportion basis that takes into account the effective yield on the asset on a
straight-line basis over the lease term. Interest is recognised using the effective interest method.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
66
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Employee benefits
Contributions to a defined contribution retirement benefit plan are recorded as an expense as they fall due. The
entity’s legal or constructive obligation is limited to the amount that it is obligated to contribute to an independently
administered fund (such as the Central Provident Fund in Singapore, a government managed defined contribution
retirement benefit plan).
For employee leave entitlement the expected cost of short-term employee benefits in the form of compensated
absences is recognised in the case of accumulating compensated absences, when the employees render service that
increases their entitlement to future compensated absences; and in the case of non-accumulating compensated
absences, when the absences occur. A liability for bonuses is recognised where the entity is contractually obliged or
where there is constructive obligation based on past practice.
Borrowing costs
Borrowing costs are interest and other costs incurred in connection with the borrowing of funds and are recognised
as an expense in the period in which they are incurred. Interest expense is calculated using the effective interest rate
method.
Foreign currency transactions
The functional currency is the Singapore dollar as it reflects the primary economic environment in which the entity
operates. Transactions in foreign currencies are recorded in the functional currency at the rates ruling at the dates of
the transactions. At the end of each reporting year, recorded monetary balances and balances measured at fair value
that are denominated in non-functional currencies are reported at the rates ruling at the end of the reporting year
and fair value measurement dates respectively. All realised and unrealised exchange adjustment gains and losses are
dealt with in profit or loss except when recognised in other comprehensive income and if applicable deferred in equity
such as for qualifying cash flow hedges. The presentation is in the functional currency.
Income tax
The income taxes are accounted using the asset and liability method that requires the recognition of taxes payable
or refundable for the current year and deferred tax liabilities and assets for the future tax consequence of events
that have been recognised in the financial statements or tax returns. The measurements of current and deferred tax
liabilities and assets are based on provisions of the enacted or substantially enacted tax laws; the effects of future
changes in tax laws or rates are not anticipated. Tax expense (tax income) is the aggregate amount included in the
determination of profit or loss for the reporting year in respect of current tax and deferred tax. Current and deferred
income taxes are recognised as income or as an expense in profit or loss unless the tax relates to items that are
recognised in the same or a different period outside profit or loss. For such items recognised outside profit or loss
the current tax and deferred tax are recognised (a) in other comprehensive income if the tax is related to an item
recognised in other comprehensive income and (b) directly in equity if the tax is related to an item recognised directly
in equity.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
67
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Income tax (cont’d)
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same income tax authority.
The carrying amount of deferred tax assets is reviewed at each end of the reporting year and is reduced, if necessary,
by the amount of any tax benefits that, based on available evidence, are not expected to be realised. A deferred tax
amount is recognised for all temporary differences, unless the deferred tax amount arises from the initial recognition
of an asset or liability in a transaction which (i) is not a business combination; and (ii) at the time of the transaction,
affects neither accounting profit nor taxable profit (tax loss).
Property, plant and equipment
Depreciation is provided on a straight-line basis to allocate the gross carrying amounts of the assets less their residual
values over their estimated useful lives of each part of an item of these assets. The annual rates of depreciation are
as follows:
Plant and equipment – 10 to 33%
Motor vehicles – 20%
Renovations – 20%
Construction in progress – Not depreciated
Leasehold property – Over the remaining term of lease of 40 years
An asset is depreciated when it is available for use until it is derecognised even if during that period the item is idle.
Fully depreciated assets still in use are retained in the financial statements.
Property, plant and equipment are carried at cost on initial recognition and after initial recognition at cost less any
accumulated depreciation and any accumulated impairment losses. The gain or loss arising from the derecognition of
an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any,
and the carrying amount of the item and is recognised in profit or loss. The residual value and the useful life of an asset
is reviewed at least at the end of the reporting year and, if expectations differ significantly from previous estimates,
the changes are accounted for as a change in an accounting estimate, and the depreciation charge for the current and
future periods are adjusted.
Cost also includes acquisition cost, borrowing cost capitalised and any cost directly attributable to bringing the asset
or component to the location and condition necessary for it to be capable of operating in the manner intended by
management. Subsequent costs are recognised as an asset only when it is probable that future economic benefits
associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repairs and
maintenance are charged to profit or loss when they are incurred.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
68
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Leases
Leases are classified as finance leases if substantially all the risks and rewards of ownership are transferred to the
lessee. All other leases are classified as operating leases. At the commencement of the lease term, a finance lease
is recognised as an asset and as a liability in the statement of financial position at amounts equal to the fair value
of the leased asset or, if lower, the present value of the minimum lease payments, each measured at the inception of
the lease. The discount rate used in calculating the present value of the minimum lease payments is the interest rate
implicit in the lease, if this is practicable to determine, the lessee’s incremental borrowing rate is used. Any initial
direct costs of the lessee are added to the amount recognised as an asset. The excess of the lease payments over
the recorded lease liability are treated as finance charges which are allocated to each reporting year during the lease
term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents
are charged as expenses in the reporting years in which they are incurred. The assets are depreciated as owned
depreciable assets. Leases where the lessor effectively retains substantially all the risks and benefits of ownership of
the leased assets are classified as operating leases.
For operating leases, lease payments are recognised as an expense in profit or loss on a straight-line basis over the
term of the relevant lease unless another systematic basis is representative of the time pattern of the user’s benefit,
even if the payments are not on that basis. Lease incentives received are recognised in profit or loss as an integral
part of the total lease expense.
Rental income from operating leases is recognised in profit or loss on a straight-line basis over the term of the relevant
lease unless another systematic basis is representative of the time pattern of the user’s benefit, even if the payments
are not on that basis. Initial direct costs incurred in negotiating and arranging an operating lease are added to the
carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
Segment reporting
The reporting entity discloses financial and descriptive information about its consolidated reportable segments.
Reportable segments are operating segments or aggregations of operating segments that meet specified criteria.
Operating segments are components about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
Generally, financial information is reported on the same basis as is used internally for evaluating operating segment
performance and deciding how to allocate resources to operating segments.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
69
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Subsidiaries
A subsidiary is an entity including unincorporated and special purpose entity that is controlled by the reporting entity
and the reporting entity is exposed, or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee. The existence and effect of substantive
potential voting rights that the reporting entity has the practical ability to exercise (that is, substantive rights) are
considered when assessing whether the reporting entity controls another entity. In the reporting entity’s separate
financial statements, an investment in a subsidiary is accounted for at cost less any allowance for impairment in
value. Impairment loss recognised in profit or loss for a subsidiary is reversed only if there has been a change in
the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The
carrying value and the net book value of the investment in a subsidiary are not necessarily indicative of the amount
that would be realised in a current market exchange.
Business combinations
Business combinations are accounted for by applying the acquisition method.
A business combination is a transaction or other event which requires that the assets acquired and liabilities assumed
constitute a business. It is accounted for by applying the acquisition method of accounting. The cost of a business
combination includes the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and
equity instruments issued by the acquirer, in exchange for control of the acquiree. The acquisition-related costs
are expensed in the periods in which the costs are incurred and the services are received except for any costs to
issue debt or equity securities are recognised in accordance with FRS 32 and FRS 39. As of the acquisition date, the
acquirer recognises, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-
controlling interest in the acquiree measured at acquisition-date fair values as defined in and that meet the conditions
for recognition under FRS 103. If there is gain on bargain purchase, for the gain on bargain purchase a reassessment
is made of the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities
and the measurement of the cost of the business combination and any excess remaining after this reassessment is
recognised immediately in profit or loss.
Non-controlling interests
The non-controlling interest is equity in a subsidiary not attributable, directly or indirectly, to the reporting entity as
the parent. The non-controlling interest is presented in the consolidated statement of financial position within equity,
separately from the equity of the owners of the parent. For each business combination, any non-controlling interest
in the acquiree (subsidiary) is initially measured either at fair value or at the non-controlling interest’s proportionate
share of the acquiree’s identifiable net assets. Where the non-controlling interest is measured at fair value, the
valuation techniques and key model inputs used are disclosed in the relevant Note. Profit or loss and each component
of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total
comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results
in the non-controlling interests having a deficit balance.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
70
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Goodwill
Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business
combination that are not individually identified and separately recognised. Goodwill is recognised as of the acquisition
date measured as the excess of (a) over (b); (a) being the aggregate of: (i) the consideration transferred which
generally requires acquisition-date fair value; (ii) the amount of any non-controlling interest in the acquiree measured
in accordance with FRS 103 (measured either at fair value or as the non-controlling interest’s proportionate share of
the acquiree’s net identifiable assets); and (iii) in a business combination achieved in stages, the acquisition-date fair
value of the acquirer’s previously held equity interest in the acquiree; and (b) being the net of the acquisition-date
amounts of the identifiable assets acquired and the liabilities assumed measured in accordance with this FRS 103.
After initial recognition, goodwill acquired in a business combination is measured at cost less any accumulated
impairment losses. Goodwill is not amortised. Irrespective of whether there is any indication of impairment, goodwill
and also any intangible asset with an indefinite useful life or any intangible asset not yet available for use are tested
for impairment at least annually. Goodwill impairment is not reversed in any circumstances.
For the purpose of impairment testing and since the acquisition date of the business combination, goodwill is allocated
to each cash-generating unit, or groups of cash-generating units that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the acquiree were assigned to those units or groups
of units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the entity
at which the goodwill is monitored for internal management purposes and is not larger than a segment.
Inventories
Automobiles and watches held for sale are measured at the lower of cost (specific identification method) and net
realisable value. Inventories other than automobiles and watches are measured at the lower of cost (weighted average
method) and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business
less the estimated costs of completion and the estimated costs necessary to make the sale. A write down on cost is
made where the cost is not recoverable or if the selling prices have declined. Cost includes all costs of purchase, costs
of conversion and other costs incurred in bringing the inventories to their present location and condition. In the case
of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal
operating capacity.
Impairment of non-financial assets
Irrespective of whether there is any indication of impairment, an annual impairment test is performed at the same
time every year on an intangible asset with an indefinite useful life or an intangible asset not yet available for use.
The carrying amount of other non–financial assets is reviewed at each end of the reporting year for indications of
impairment and where an asset is impaired, it is written down through profit or loss to its estimated recoverable
amount. The impairment loss is the excess of the carrying amount over the recoverable amount and is recognised in
profit or loss.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
71
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Impairment of non-financial assets (cont’d)
The recoverable amount of an asset or a cash–generating unit is the higher of its fair value less costs of disposal and
its value in use. When the fair value less costs of disposal method is used, any available recent market transactions
are taken into consideration. When the value in use method is adopted, in assessing the value in use, the estimated
future cash flows are discounted to their present value using a pre–tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash–generating units).
At each end of the reporting year non–financial assets other than goodwill with impairment loss recognised in prior
periods are assessed for possible reversal of the impairment. An impairment loss is reversed only to the extent that
the asset’s carrying amount does not exceed the carrying amount that would have been measured, net of depreciation
or amortisation, if no impairment loss had been recognised.
Financial assets
Initial recognition, measurement and derecognition:
A financial asset is recognised on the statement of financial position when, and only when, the entity becomes a party
to the contractual provisions of the instrument. The initial recognition of financial assets is at fair value normally
represented by the transaction price. The transaction price for financial asset not classified at fair value through profit
or loss includes the transaction costs that are directly attributable to the acquisition or issue of the financial asset.
Transaction costs incurred on the acquisition or issue of financial assets classified at fair value through profit or loss
are expensed immediately. The transactions are recorded at the trade date.
Irrespective of the legal form of the transactions performed, financial assets are derecognised when they pass the
“substance over form” based on the derecognition test prescribed by FRS 39 relating to the transfer of risks and
rewards of ownership and the transfer of control. Financial assets and financial liabilities are offset and the net amount
is reported in the statement of financial position if there is currently a legally enforceable right to offset the recognised
amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Subsequent measurement:
Subsequent measurement based on the classification of the financial assets in one of the following categories under
FRS 39 is as follows:
1. Financial assets at fair value through profit or loss: As at end of the reporting year, there were no financial assets
classified in this category.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
72
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Financial assets (cont’d)
Subsequent measurement (cont’d):
2. Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. Assets that are for sale immediately or in the near term are
not classified in this category. These assets are carried at amortised costs using the effective interest method
(except that short-duration receivables with no stated interest rate are normally measured at original invoice
amount unless the effect of imputing interest would be significant) minus any reduction (directly or through
the use of an allowance account) for impairment or uncollectibility. Impairment charges are provided only when
there is objective evidence that an impairment loss has been incurred as a result of one or more events that
occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on
the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
The methodology ensures that an impairment loss is not recognised on the initial recognition of an asset. Losses
expected as a result of future events, no matter how likely, are not recognised. For impairment, the carrying
amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in
profit or loss. An impairment loss is reversed if the reversal can be related objectively to an event occurring after
the impairment loss was recognised. Typically the trade and other receivables are classified in this category.
3. Held-to-maturity financial assets: As at end of the reporting year, there were no financial assets classified in this
category.
4. Available-for-sale financial assets: As at end of the reporting year, there were no financial assets classified in this
category.
Cash and cash equivalents
Cash and cash equivalents include bank and cash balances, on demand deposits and any highly liquid debt instruments
purchased with an original maturity of three months or less. For the statement of cash flows the item includes cash
and cash equivalents less cash subject to restriction and bank overdrafts payable on demand that form an integral
part of cash management.
Financial liabilities
Initial recognition, measurement and derecognition:
A financial liability is recognised on the statement of financial position when, and only when, the entity becomes
a party to the contractual provisions of the instrument and it is derecognised when the obligation specified in the
contract is discharged or cancelled or expires. The initial recognition of financial liability is at fair value normally
represented by the transaction price. The transaction price for financial liability not classified at fair value through
profit or loss includes the transaction costs that are directly attributable to the acquisition or issue of the financial
liability. Transaction costs incurred on the acquisition or issue of financial liability classified at fair value through profit
or loss are expensed immediately. The transactions are recorded at the trade date.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
73
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Financial liabilities (cont’d)
Subsequent measurement:
Subsequent measurement based on the classification of the financial liabilities in one of the following two categories
under FRS 39 is as follows:
1. Liabilities at fair value through profit or loss: Liabilities are classified in this category when they are incurred
principally for the purpose of selling or repurchasing in the near term (trading liabilities) or are derivatives
(except for a derivative that is a designated and effective hedging instrument) or have been classified in this
category because the conditions are met to use the “fair value option” and it is used. All changes in fair value
relating to liabilities at fair value through profit or loss are charged to profit or loss as incurred.
2. Other financial liabilities: All liabilities, which have not been classified as in the previous category fall into this
residual category. These liabilities are carried at amortised cost using the effective interest method.
Fair value measurement
When measuring fair value, management uses the assumptions that market participants would use when pricing the
asset or liability under current market conditions, including assumptions about risk. It is a market-based measurement,
not an entity-specific measurement. The entity’s intention to hold an asset or to settle or otherwise fulfil a liability is
not taken into account as relevant when measuring fair value. In making the fair value measurement, management
determines the following: (a) the particular asset or liability being measured (these are identified and disclosed in the
relevant notes below); (b) for a non-financial asset, the highest and best use of the asset and whether the asset is used
in combination with other assets or on a stand-alone basis; (c) the market in which an orderly transaction would take
place for the asset or liability; and (d) the appropriate valuation techniques to use when measuring fair value. The
valuation techniques used maximise the use of relevant observable inputs and minimise unobservable inputs. These
inputs are consistent with the inputs a market participant may use when pricing the asset or liability.
The fair value measurements categorise the inputs used to measure fair value by using a fair value hierarchy of three
levels. These are recurring fair value measurements unless stated otherwise in the relevant notes to the financial
statements. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for
the asset or liability. The level is measured on the basis of the lowest level input that is significant to the fair value
measurement in its entirety. Transfers between levels of the fair value hierarchy are deemed to have occurred at the
beginning of the reporting year. If a financial instrument measured at fair value has a bid price and an ask price, the
price within the bid-ask spread or mid-market pricing that is most representative of fair value in the circumstances is
used to measure fair value regardless of where the input is categorised within the fair value hierarchy. If there is no
market, or the markets available are not active, the fair value is established by using an acceptable valuation technique.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
74
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2A. Significant accounting policies (cont’d)
Fair value measurement (cont’d)
The carrying values of current financial instruments approximate their fair values due to the short-term maturity
of these instruments and the disclosures of fair value are not made when the carrying amount of current financial
instruments is a reasonable approximation of the fair value. The fair values of non-current financial instruments may
not be disclosed separately unless there are significant differences at the end of the reporting year and in the event
the fair values are disclosed in the relevant notes to the financial statements.
2B. Other explanatory information
Provisions
A liability or provision is recognised when there is a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. A provision is made using best estimates of the
amount required in settlement and where the effect of the time value of money is material, the amount recognised is
the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the obligation. The increase in the
provision due to passage of time is recognised as interest expense. Changes in estimates are reflected in profit or loss
in the reporting year they occur.
Warranty provisions
A provision is made for the estimated cost of product warranties at the time revenue is recognised. The warranty
provision is established based upon best estimates of the amounts necessary to settle future and existing claims
on products sold as of the end of each reporting year. As new products incorporating complex technologies are
continuously introduced, and as regulations and practices may change, changes in these estimates could result in
additional allowances or changes to recorded allowances being required in future periods.
2C. Critical judgements, assumptions and estimation uncertainties
The critical judgements made in the process of applying the accounting policies that have the most significant effect
on the amounts recognised in the financial statements and the key assumptions concerning the future, and other key
sources of estimation uncertainty at the end of the reporting year, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities currently or within the next reporting year are discussed
below. These estimates and assumptions are periodically monitored to ensure they incorporate all relevant information
available at the date when financial statements are prepared. However, this does not prevent actual figures differing
from estimates.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
75
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2C. Critical judgements, assumptions and estimation uncertainties (cont’d)
Valuation of inventories
A review is made periodically on inventory for excess inventory and declines in net realisable value below cost and
an allowance is recorded against the inventory balance for any such declines. These reviews require management
to consider the future demand for the products. In any case the realisable value represents the best estimate of the
recoverable amount and is based on the acceptable evidence available at the end of the reporting year and inherently
involves estimates regarding the future expected realisable value. The usual considerations for determining the
amount of allowance or write-down include ageing analysis, technical assessment and subsequent events. In general,
such an evaluation process requires significant judgement and materially affects the carrying amount of inventories
at the end of the reporting year. Possible changes in these estimates could result in revisions to the stated value of the
inventories. The carrying amount of inventories at the end of the reporting year is disclosed in the Note on inventories.
Impairment of cost of investments and net receivables due from subsidiaries
Where an investee is in net equity deficit and or has suffered losses a test is made whether the investment in the
investee has suffered any impairment. This measurement requires significant judgement. An estimate is made of
the future profitability of the investee, and the financial health of and near-term business outlook for the investee,
including factors such as industry and sector performance, and operational and financing cash flow. It is impracticable
to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that outcomes
within the next reporting year that are different from assumptions could require a material adjustment to the carrying
amount of the asset or liability affected. The carrying amount of the specific asset or liability (or class of assets or
liabilities) at the end of the reporting year affected by the assumption is disclosed in Note 13.
Useful lives of property, plant and equipment
The estimates for the useful lives and related depreciation charges for property, plant and equipment is based on
commercial and other factors which could change significantly as a result of innovations and in response to market
conditions. The depreciation charge is increased where useful lives are less than previously estimated lives, or the
carrying amounts written off or written down for technically obsolete items or assets that have been abandoned. It is
impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge, that
outcomes within the next reporting year that are different from assumptions could require a material adjustment to
the carrying amount of the balances affected. The carrying amount of the specific asset (or class of assets) at the end
of the reporting year affected by the assumption is $27,733,000.
Impairment of property, plant and equipment
An assessment is made for the reporting year whether there is any indication that the asset may be impaired. If any
such indication exists, an estimate is made of the recoverable amount of the asset. The recoverable amounts of cash-
generating units if applicable is measured based on the fair value less costs of disposal or value in use calculations. It
is impracticable to disclose the extent of the possible effects. It is reasonably possible, based on existing knowledge,
that outcomes within the next reporting year that are different from assumptions could require a material adjustment
to the carrying amount of the balances affected. The carrying amount of the specific asset or class of assets at the
end of the reporting year affected by the assumption is $27,733,000.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
76
2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANATORY INFORMATION (CONT’D)
2C. Critical judgements, assumptions and estimation uncertainties (cont’d)
Allowance for doubtful trade and other receivables
An allowance is made for doubtful trade accounts for estimated losses resulting from the subsequent inability of the
customers to make required payments. If the financial conditions of the customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be required in future periods. To the
extent that it is feasible impairment and uncollectibility is determined individually for each item. In cases where that
process is not feasible, a collective evaluation of impairment is performed. At the end of the reporting year, the trade
receivables carrying amount approximates the fair value and the carrying amounts might change materially within the
next reporting year but these changes may not arise from assumptions or other sources of estimation uncertainty at
the end of the reporting year. The carrying amount is disclosed in the Note on trade and other receivables.
Finance and operating leases
The group as lessor has certain automobiles that are under three to five years leases to lessees. Judgement is used
in determining lease classification into operating leases or finance leases. The titles to the automobiles do not pass to
the lessees at the end of the lease terms. The present value of the minimum lease payments is not greater than nor
equal to substantially all of the fair value of the automobiles concerned. As substantially all the risks and rewards of
the automobiles are with the group based on these qualitative factors the leases have been accounted as operating
leases. The carrying amount of automobiles in property, plant and equipment subject to operating leases at the end
of the reporting year was $5,636,000 (2016: $4,645,000). The operating lease income commitments are included in
Note 25.
3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
FRS 24 on related party disclosures requires the reporting entity to disclose: (a) transactions with its related parties;
and (b) relationships between parents and subsidiaries irrespective of whether there have been transactions between
those related parties. A party is related to a party if the party controls, or is controlled by, or can significantly influence
or is significantly influenced by the other party.
Related companies in these financial statements include the members of the group.
The ultimate controlling parties are Mr Goh Kim San and Mr Goh Kim Hup.
3A. Related party transactions:
There are transactions and arrangements between the reporting entity and related parties and the effects of these on
the basis determined between the parties are reflected in these financial statements. The related party balances and
any financial guarantees if any are unsecured, without fixed repayment terms and interest or charge unless stated
otherwise.
Intragroup transactions and balances that have been eliminated in these consolidated financial statements are not
disclosed as related party transactions and balances below.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
77
3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONT’D)
3A. Related party transactions: (cont’d)
In addition to the transactions and balances disclosed elsewhere in the notes to the financial statements, this item
includes the following:
Significant related party transactions:
Group
2017$’000
2016$’000
Sale of watches to directors 22 2
3B. Key management compensation:
Group
2017$’000
2016$’000
Salaries and other short-term employee benefits 1,567 1,768
The above amounts are included under employee benefits expense. Included in the above amounts are following items:
Group
2017$’000
2016$’000
Remuneration of directors of the company 1,022 1,250
Remuneration of a director of a subsidiary 261 270
Fees to directors of the company 120 120
Other benefits 164 128
Further information about the remuneration of individual directors is provided in the report on corporate governance.
Key management personnel include the directors and those persons having authority and responsibility for planning,
directing and controlling the activities of the company and group, directly or indirectly. The above amounts for key
management compensation are for all the directors only.
The trade transactions and the trade receivables and payables balances arising from sales and purchases of goods and
services are disclosed elsewhere in the notes to the financial statements.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
78
3. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONT’D)
3C. Other payables to related party:
The movements in other payables to related party are as follows:
Related party
2017$’000
2016$’000
Group
Other payables:
Balance at beginning of year 150 –
Amounts paid in and settlement of liabilities on behalf of the company – 150
Balance at end of year (Note 19) 150 150
The related party is a director cum 40% shareholder of the subsidiary, AutoInc EuroSports Pte. Ltd..
4. FINANCIAL INFORMATION BY OPERATING SEGMENTS
4A. Information about reportable segment profit or loss, assets and liabilities
Disclosure of information about operating segments, products and services, the geographical areas, and the major
customers are made as required by FRS 108 Operating Segments. This disclosure standard has no impact on the
reported financial performance or financial position of the reporting entity.
For management purposes the reporting entity is organised into the following major strategic operating segments that
offer different products and services: (1) automobiles distribution, (2) watches business and (3) experiential business.
Such a structural organisation is determined by the nature of risks and returns associated with each business segment
and it defines the management structure as well as the internal reporting system. It represents the basis on which the
management reports the primary segment information that is available and that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing the performance. They are managed
separately because each business requires different strategies.
The principal segments and type of products and services are as follows:
(1) Automobiles distribution business retails new luxury automobiles as well as pre-owned automobiles.
(2) Watches business comprising trading and distribution of watches and related accessories.
(3) Experiential business which engages in short term rental of premium sports cars and membership fee based
supercar club.
Inter-segment sales are measured on the basis that the entity actually used to price the transfers. Internal transfer
pricing policies of the reporting entity are as far as practicable based on market prices. The accounting policies of the
operating segments are the same as those described in the significant accounting policies.
The following tables illustrate the information about the reportable segment profit or loss, assets and liabilities.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
79
4. FINANCIAL INFORMATION BY OPERATING SEGMENTS (CONT’D)
4B. Profit or loss from continuing operations and reconciliation
2017$’000
2016$’000
Revenue by segment
Automobiles distribution 50,304 61,285
Experiential business 1,248 –
Watches business 851 2,246
Total 52,403 63,531
Segment result
Automobiles distribution (5,999) (3,752)
Experiential business (991) –
Watches business (826) (662)
Consolidated loss before tax (7,816) (4,414)
Income tax expense (103) (188)
Loss for the year (7,919) (4,602)
4C. Assets and reconciliation
2017$’000
2016$’000
Segment assets
Automobiles distribution 65,362 86,288
Experiential business 4,677 –
Watches business 3,871 4,371
Elimination of inter-segment assets (704) (20)
Total 73,206 90,639
4D. Liabilities and reconciliation
2017$’000
2016$’000
Segment liabilities
Automobiles distribution 57,343 69,701
Experiential business 4,697 –
Watches business 5,694 5,372
Elimination of inter-segment liabilities (7,071) (4,896)
Total 60,663 70,177
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
80
4. FINANCIAL INFORMATION BY OPERATING SEGMENTS (CONT’D)
4E. Other material items and reconciliation
2017$’000
2016$’000
Depreciation
Automobiles distribution 1,730 1,555
Experiential business 520 –
Watches business 155 85
Total 2,405 1,640
Finance cost
Automobiles distribution 1,494 1,002
Experiential business 60 –
Watches business 2 50
Total 1,556 1,052
No geographical information is provided for revenue and non-current assets as the group’s customers and the group’s
operations are located primarily in Singapore.
There are no customers with revenue transactions over 10% of the group’s revenue.
5. REVENUE
Group
2017$’000
2016$’000
Sales of automobiles 43,079 55,238
Experiential business 1,248 –
Sales of watches 851 2,246
Sales of parts and servicing 7,225 6,047
52,403 63,531
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
81
6. OTHER INCOME
Group
2017$’000
2016$’000
Commission income 2,140 2,672
Rental income 1,910 1,646
Deferred income earned (Note 21A) 3,333 3,333
Other income 1,222 889
8,605 8,540
7. OTHER GAINS AND (OTHER LOSSES)
Group
2017$’000
2016$’000
Allowance for impairment on trade receivables (Note 15) (141) (30)
Bad debts written off (2) (9)
Foreign exchange adjustments gains 41 115
Gain on disposal of property, plant and equipment 27 9
Impairment loss on goodwill (Note 22) (385) –
Property, plant and equipment written off (144) –
Net (604) 85
Presented in profit or loss as:
Other gains 68 124
Other losses (672) (39)
Net (604) 85
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
82
8. MARKETING AND DISTRIBUTION EXPENSES, ADMINISTRATIVE EXPENSES AND FINANCE COSTS
The major components include the following:
Group
2017$’000
2016$’000
Marketing and distribution expenses
Advertising and promotions 1,497 2,282
Employee benefits expense (Note 9) 380 587
Entertainment 357 427
Administrative expenses
Rental expense of premises (Note 24) 5,294 5,434
Depreciation expense (Note 12) 2,405 1,640
Employee benefits expense (Note 9) 5,899 5,876
Finance costs
This is for interest expense.
9. EMPLOYEE BENEFITS EXPENSE
Group
2017$’000
2016$’000
Employee benefits expense 5,685 5,897
Contributions to defined contribution plan 596 625
Other benefits 521 312
Total employee benefits expense 6,802 6,834
Presented in profit or loss as:
Cost of sales 523 371
Marketing and distribution expenses (Note 8) 380 587
Administrative expenses (Note 8) 5,899 5,876
6,802 6,834
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
83
10. INCOME TAX
10A. Components of income tax recognised in profit or loss include:
Group
2017$’000
2016$’000
Under adjustments to tax in respect of prior periods 103 188
The income tax in profit or loss varied from the income tax amount determined by applying the Singapore income tax
rate of 17% (2016: 17%) to loss before income tax as a result of the following differences:
Group
2017$’000
2016$’000
Loss before tax (7,816) (4,414)
Income tax income at the above rate (1,329) (750)
Income not subject to tax (208) (355)
Deferred tax not recognised 1,537 1,105
Under adjustments to tax in respect of prior periods 103 188
Total income tax expense 103 188
There are no income tax consequences of dividends to owners of the company.
The major (income) expense items not subject to tax include the following:
Group
2017$’000
2016$’000
Depreciation on non-qualifying property, plant and equipment 2,135 1,242
Gain on disposal of property, plant and equipment (27) (9)
Deferred income earned (3,333) (3,333)
10B. Deferred tax expense recognised in profit or loss includes:
Group
2017$’000
2016$’000
Excess of tax values over net book value of plant and equipment (50) (49)
Tax loss carryforwards (1,487) (1,056)
Deferred tax not recognised 1,537 1,105
Total deferred tax expense recognised in profit or loss – –
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
84
10. INCOME TAX (CONT’D)
10C. Deferred tax balance in the statements of financial position:
Group
2017$’000
2016$’000
Deferred tax assets recognised in profit or loss:
Excess of book value of plant and equipment over tax values (527) (577)
Tax loss carryforwards 3,430 1,943
Deferred tax not recognised (2,903) (1,366)
Net – –
No deferred tax asset (on deductible temporary differences and unused tax losses) has been recognised in respect of
the above balance.
The realisation of the future income tax benefits from tax loss are available for an unlimited future period subject to
the conditions imposed by law including the retention of majority shareholders as defined.
11. LOSS PER SHARE
Basic loss per share amount is calculated by dividing the loss attributable to ordinary equity holders of the company
by the weighted average number of equity shares of no par value as follows:
Group
2017$’000
2016$’000
Net loss attributable to ordinary equity holders of the company (7,968) (4,496)
Group
2017$’000
2016$’000
Weighted average number of equity shares 265,000 265,000
The weighted average number of equity shares refers to shares in circulation during the reporting period. The basic
loss per share ratio is based on the weighted average number of ordinary shares outstanding during each reporting
year. Diluted loss per share is similar to basic loss per share as there were no potential dilutive ordinary shares existing
during the relevant period.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
85
12. PROPERTY, PLANT AND EQUIPMENT
GroupLeasehold properties
$’000
Construction in progress
$’000
Plant and equipment
$’000
Motor vehicles $’000
Renovations$’000
Total$’000
Cost:
At 1 April 2015 – 16,474 1,427 7,547 1,293 26,741
Additions – 13 363 2,202 413 2,991
Disposals – – – (199) – (199)
At 31 March 2016 – 16,487 1,790 9,550 1,706 29,533
Additions – – 58 5,886 57 6,001
Arising from acquisition of subsidiaries (Note 22) – – 150 – – 150
Write-offs – – (144) – – (144)
Disposals – – (19) (639) – (658)
Reclassification of property 16,487 (16,487) – – – –
At 31 March 2017 16,487 – 1,835 14,797 1,763 34,882
Accumulated depreciation:
At 1 April 2015 – – 821 2,128 747 3,696
Depreciation for the year – – 384 1,075 181 1,640
Disposals – – – (120) – (120)
At 31 March 2016 – – 1,205 3,083 928 5,216
Depreciation for the year – – 270 1,843 292 2,405
Disposals – – (1) (471) – (472)
At 31 March 2017 – – 1,474 4,455 1,220 7,149
Carrying value:
At 1 April 2015 – 16,474 606 5,419 546 23,045
At 31 March 2016 – 16,487 585 6,467 778 24,317
At 31 March 2017 16,487 – 361 10,342 543 27,733
Notes:
(a) Depreciation expense is included under administrative expenses.
(b) Certain items are under finance lease agreements (see Note 20C).
(c) Construction in progress includes the acquisition costs of 7 and 9 Chang Charn Road, Singapore 159638 of $16,487,000 (2016:
$16,487,000). It has been reclassified to leasehold properties on 31 March 2017 following the decision by management not to
proceed with a planned redevelopment of the properties.
(d) The leasehold properties are mortgaged as security for the bank facilities (see Note 20A).
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
86
12. PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Borrowing costs included in the cost of construction in progress are as follows:
Group
2017$’000
2016$’000
Capitalisation rates – 1.58 – 2.68%
Borrowing costs capitalised in additions during the year – 224
Accumulated interest capitalised included in the total cost – 402
13. INVESTMENT IN SUBSIDIARIES
Company
2017$’000
2016$’000
Movements during the year:
Unquoted equity shares at cost:
Balance at beginning of the year 7,953 7,953
Acquisitions 1,000 –
Allowance for impairment (3,692) –
Cost at the end of the year 5,261 7,953
Net book value of subsidiaries (2,649) 5,321
Total cost comprising:
Unquoted equity shares at cost 10,453 9,453
Allowance for impairment (5,192) (1,500)
Balance at the end of the year 5,261 7,953
Movements in allowance for impairment:
Balance at beginning of the year 1,500 1,500
Impairment loss charged to profit or loss 3,692 –
Balance at the end of the year 5,192 1,500
The decreasing performance of the subsidiaries were considered sufficient evidence to trigger an impairment
assessment. Ultimate Drive EuroSports Pte. Ltd. is in a net liabilities position as at end of the reporting year with
net losses. As such, an impairment loss amounting to $1,000,000 was charged to profit or loss of the company. An
impairment loss of $2,692,000 on the cost of investment of EuroSports Auto Pte Ltd was charged to profit or loss to
the extent of the difference between the cost of investment and the net asset position.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
87
13. INVESTMENT IN SUBSIDIARIES (CONT’D)
Name of subsidiaries Principal activitiesCost in books
of groupEffective percentage
of equity held by group
2017$’000
2016$’000
2017%
2016%
EuroSports Auto Pte Ltd (a) Distribution and retailing of imported automobiles, import of parts and accessories and repairs and servicing of automobile
7,953 7,953 100 100
EuroAutomobile Pte. Ltd.(a) Distribution and retailing of imported automobiles, import of parts and accessories and repairs and servicing of automobile
–(c) –(c) 100 100
The following subsidiaries are incorporated and operate in Singapore:
Spania GTA Asia Pacific Private Ltd.(a)
Dormant –(c) –(c) 100 100
deLaCour Asia Pacific Pte. Ltd.(a)
Trading and distribution of watches and related accessories
–(c) –(c) 100 100
AutoInc EuroSports Pte. Ltd. (a)
Trading of pre-owned automobiles and provision of maintenance and grooming services for luxury automobiles
–(d) –(d) 60 60
Ultimate Drive EuroSports Pte. Ltd. (a)
Membership fee based supercar club and short term rental of premium sports car
–(d), (e) – 100 –
Held by AutoInc EuroSports Pte. Ltd.
Exquisite Marques Holding Pte. Ltd. (b)
One-stop shop automobile service and enhancement centre for premium and other luxury car brands
–(c),(e) – 60(f) –
Notes:
(a) Audited by RSM Chio Lim LLP.
(b) The financial year end for Exquisite Marques Holding Pte. Ltd. (“EMH”) is 31 December, and audited by a firm of accountants other than member firms of RSM International of which RSM Chio Lim LLP in Singapore is a member. EMH was acquired on 23 February 2017, and the unaudited financial statements for the period ended 31 March 2017 have been used for group consolidation, as the entity is deemed non material to the group. The financial year end for EMH will be changed to 31 March to be in line with the financial year end of the group, and the auditors will be changed to RSM Chio Lim LLP.
(c) The cost of investment is less than $1,000.
(d) The cost of investment has been fully impaired.
(e) See also Note 22.
(f) Although the group does not own more than half of the voting power of Exquisite Marques Holding Pte. Ltd., it is able to govern the financial and operating policies of the subsidiary by virtue of agreement with other shareholders of the subsidiary. The nature of this agreement results in the group having the power over Exquisite Marques Holding Pte. Ltd.’s variable returns. The transaction was completed on 28 February 2017. The effective beneficial interest of the group in Exquisite Marques Holding Pte. Ltd. is assessed to be 60%. Therefore, in accordance with the requirements of FRS 110, Exquisite Marques Holding Pte. Ltd. has been accounted for as a subsidiary of the group with its financial statements consolidated with those of the group.
There are no subsidiaries that have non-controlling interests that are considered material to the reporting entity.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
88
14. INVENTORIESGroup
2017$’000
2016$’000
Automobiles 30,477 47,305
Automobile parts and accessories 2,530 1,716
Watches 3,032 3,378
36,039 52,399
Inventories are stated after allowance. Movements in allowance:
Balance at beginning of the year 1,792 1,542
Charge to profit or loss included in cost of sales 2,144 1,419
Used (1,068) (1,169)
Balance at end of the year 2,868 1,792
Changes in inventories of finished goods (16,360) 19,070
The amount of inventories included in cost of sales 44,934 53,546
The write-downs of inventories charged to profit or loss included in cost of sales 2,144 1,419
Certain inventories are pledged as security for the bank facilities and finance leases (Note 20).
15. TRADE AND OTHER RECEIVABLESGroup Company
2017$’000
2016$’000
2017$’000
2016$’000
Trade receivables:
Outside parties 3,054 2,615 – –
Less allowance for impairment (435) (294) – –
Net trade receivables – subtotal 2,619 2,321 – –
Other receivables:
Subsidiaries (Note 3) – – 7,594 9,353
Other receivables 317 911 – 539
Less allowance for impairment – – (367) –
Net other receivables – subtotal 317 911 7,227 9,892
Total trade and other receivables 2,936 3,232 7,227 9,892
Movements in above allowance:
Balance at beginning of the year 294 276 – –
Charge for trade receivables to profit or loss included in other losses (Note 7) 141 30 – –
Charge for other receivables to profit or loss included in other losses – – 367 –
Bad debts written off – (12) – –
Balance at end of the year 435 294 367 –
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
89
16. OTHER ASSETSGroup Company
2017$’000
2016$’000
2017$’000
2016$’000
Non-current:
Land premium (Note 16A) – 40 – –
Non-current, total – 40 – –
Current:
Deposits (a) 1,270 3,416 – –
Land premium (Note 16A) 40 236 – –
Prepayments 133 344 42 107
Current, total 1,443 3,996 42 107
Total 1,443 4,036 42 107
Notes:
(a) Included in deposits in 2016 was an amount of approximately S$1.90 million relating to deposits with Spania GTA Technomotive
S.L. (“Spania GTA”) for the order of five GTA automobiles. This amount has been repaid during the year, pursuant to the
exercise of the Deed of Indemnity on 11 November 2016.
16A. Land premium
Group
2017$’000
2016$’000
At beginning and end of the year 1,719 1,719
Accumulated amortisation:
At beginning of the year 1,443 550
Amortisation for the year included under administrative expenses 236 893
At the end of the year 1,679 1,443
Balance to be amortised:
Not later than one year 40 236
Later than one year and not later than five years – 40
40 276
The amount pertains to upfront land premium paid pursuant to the sale and leaseback of the property (Note 21A). The
land premium is amortised on the straight line method over the period up to 31 May 2017, the original expiry of the
land lease.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
90
17. CASH AND CASH EQUIVALENTS
Group Company
2017$’000
2016$’000
2017$’000
2016$’000
Not restricted in use 4,695 6,295 62 32
Cash restricted in use over 3 months 360 360 – –
5,055 6,655 62 32
17A. Cash and cash equivalents in the statement of cash flows:
Group
2017$’000
2016$’000
Amount as shown above 5,055 6,655
Cash restricted in use over 3 months (360) (360)
Cash and cash equivalents for statement of cash flows purposes at end of the year 4,695 6,295
The rates of interest for cash on interest earning balances is not significant.
17B. Non-cash transactions:
There were acquisitions of plant and equipment and inventories with a total cost of $5,532,000 (2016: $Nil) and
$921,000 (2016: $1,646,000) respectively acquired by means of finance leases.
18. SHARE CAPITAL
Numberof shares
issued’000
Share Capital$’000
Group and Company
Ordinary shares of no par value:
Balance 1 April 2015, 31 March 2016 and 31 March 2017 265,000 18,469
The ordinary shares of no par value are fully paid, carry one vote each and have no right to fixed income. The company
is not subject to any externally imposed capital requirements.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
91
18. SHARE CAPITAL (CONT’D)
Capital management:
The objectives when managing capital are: to safeguard the reporting entity’s ability to continue as a going concern,
so that it can continue to provide returns for owners and benefits for other stakeholders, and to provide an adequate
return to owners by pricing the sales commensurately with the level of risk. The management sets the amount of capital
to meet its requirements and the risk taken. There were no changes in the approach to capital management during
the reporting year. The management manages the capital structure and makes adjustments to it where necessary or
possible in the light of changes in conditions and the risk characteristics of the underlying assets. In order to maintain
or adjust the capital structure, the management may adjust the amount of dividends paid to owners, return capital to
owners, issue new shares, or sell assets to reduce debt. Adjusted capital comprises all components of equity (that is,
share capital and reserves).
The management monitors the capital on the basis of the debt-to-adjusted capital ratio. This ratio is calculated as net
debt / adjusted capital (as shown below). Net debt is calculated as total borrowings less cash and cash equivalents.
2017$’000
2016$’000
Net debt:
All current and non-current borrowings including finance leases 29,574 38,673
Less cash and cash equivalents (5,055) (6,655)
Net debt 24,519 32,018
Adjusted capital:
Total equity 12,543 20,462
Adjusted capital 12,543 20,462
Debt-to-adjusted capital ratio 1.95 1.56
The unfavourable change as shown by the increase in the debt-to-adjusted capital ratio for the reporting year resulted
primarily from the unfavourable change in accumulated losses.
In order to maintain its Listing on the Catalist Board of the SGX-ST, the company has to have share capital with a free
float of at least 10% of the shares. The company met the capital requirement on its initial listing and the rules limiting
treasury share purchases mean it will continue to satisfy that requirement, as it did throughout the reporting year.
Management receives a report from the share registrars frequently on substantial share interests showing the non-
free float to ensure continuing compliance with the 10% limit throughout the reporting year.
The management does not set a target level of gearing but uses capital opportunistically to support its business and to
add value for shareholders. The key discipline adopted is to widen the margin between the return on capital employed
and the cost of that capital.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
92
19. TRADE AND OTHER PAYABLES
Group Company
2017$’000
2016$’000
2017$’000
2016$’000
Trade payables:
Outside parties and accrued liabilities 4,634 4,502 188 131
Trade payables – subtotal 4,634 4,502 188 131
Other payables:
Related party (Note 3C) 150 150 – –
Other payables – subtotal 150 150 – –
Total trade and other payables 4,784 4,652 188 131
20. OTHER FINANCIAL LIABILITIES
Group
2017$’000
2016$’000
Non-current:
Financial instruments with floating interest rates
Bank loans (secured) (Note 20A) 10,581 10,875
Financial instruments with fixed interest rates
Finance leases (Note 20C) 3,185 907
Non-current, total 13,766 11,782
Current:
Financial instruments with floating interest rates
Bank loans (secured) (Note 20A) 4,518 15,361
Trust receipts and bills payables (secured) (Note 20B) 9,733 10,568
Financial instruments with fixed interest rates
Finance leases (Note 20C) 1,557 962
Current, total 15,808 26,891
Total 29,574 38,673
The non-current portion is repayable as follows:
Due within 2 to 5 years 8,090 5,961
After 5 years 5,676 5,821
Total non-current portion 13,766 11,782
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
93
20. OTHER FINANCIAL LIABILITIES (CONT’D)
The range of floating rate interest rates paid was as follows:
Group
2017%
2016%
Bank loans 2.38 – 3.25 2.68 – 3.25
Trust receipts and bill payables 2.38 – 4.25 1.38 – 5.00
20A. Bank overdrafts and bank loans
The bank agreements for certain of the bank overdrafts and bank loans provide among other matters for the following:
(a) A legal mortgage over the leasehold properties; and
(b) Corporate guarantee by the company.
A bank loan is repayable monthly from March 2013 by 180 instalments of approximately $76,000 per month.
20B. Trust receipts and bills payables
The credit facilities for trust receipts and bills payables provide among other matters for the following:
(a) A fixed and floating charge over inventories and accounts receivables; and
(b) Corporate guarantee by the company.
The period of financing under trust receipts is 120 days inclusive of suppliers’ credit. The interest is payable up to
2.25% per annum over Singapore Inter Bank Offer Rate (SIBOR) prevailing from time to time.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
94
20. OTHER FINANCIAL LIABILITIES (CONT’D)
20C. Finance lease payables
Group Minimumpayments
$’000
Financecharges$’000
Present value$’000
2017:
Minimum lease payments payable:
Due within one year 1,668 (111) 1,557
Due within 2 to 5 years 3,462 (277) 3,185
Total 5,130 (388) 4,742
Net book value of plant and equipment and inventories under finance leases 7,267
2016:
Minimum lease payments payable:
Due within one year 1,010 (48) 962
Due within 2 to 5 years 950 (43) 907
Total 1,960 (91) 1,869
Net book value of plant and equipment and inventories under finance leases 5,916
There are leases for certain of its plant and equipment and inventories under finance leases. The average lease term is
2 to 5 years. The average effective interest rate is about 3.95% to 4.00% (2016: 1.38% to 2.86%) per year. All leases
are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. The
obligations under finance leases are secured by the lessor’s charge over the leased assets, corporate guarantee by the
company and personal guarantees from the executive directors of the company.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
95
21. OTHER LIABILITIES
Group
2017$’000
2016$’000
Non-current:
Deferred income (Note 21A) 6,533 9,866
Deferred income – others 77 –
Non-current, total 6,610 9,866
Current:
Deferred income (Note 21A) 3,333 3,333
Deferred income – others 836 386
Warranty provision (Note 21B) 59 53
Deposits from customers 15,467 13,075
Current, total 19,695 16,847
Total 26,305 26,713
21A. Deferred income
Group
2017$’000
2016$’000
At beginning of the year 13,199 16,532
Credit to profit or loss included in other income (Note 6) (3,333) (3,333)
At end of the year 9,866 13,199
Presented in the statement of financial position as:
Current 3,333 3,333
Non-current 6,533 9,866
9,866 13,199
Pursuant to a conditional sale and purchase agreement dated 4 July 2012 between EuroSports Auto Pte Ltd and RBC
Dexia Trust Services Singapore Limited (in its capacity as trustee of Cambridge Industrial Trust) (the “Purchaser”),
EuroSports Auto Pte Ltd agreed to sell its leasehold interest in respect of 30 Teban Gardens Crescent Singapore
608927, comprising the land, building and all mechanical and electrical equipment installed therein, to the Purchaser
for a consideration of $41.0 million. On 17 March 2014, the sale of property was completed and EuroSports Auto Pte
Ltd has leased the property from the Purchaser for six years commencing from 17 March 2014 at an average annual
rent of $3,589,000 over the lease term, with an option to renew the lease for a further term of six years. Knight
Frank Pte Ltd, a firm of independent professional valuers, valued the property as at 4 July 2012 at $21.0 million on
the assumption that the 22 years lease extension from JTC has been or will be granted and the property is sold in
the open market without the benefit of any leaseback agreement. The difference between the consideration of $41.0
million and fair value of $21.0 million is deferred and amortised over the leaseback period of six years or at an annual
amount of $3,333,000.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
96
21. OTHER LIABILITIES (CONT’D)
21B. Warranty provision
Group
2017$’000
2016$’000
Balance at beginning of the year 53 96
Provision charged to profit or loss included in cost of sales 46 23
Used (40) (66)
Balance at end of the year 59 53
22. ACQUISITION OF SUBSIDIARIES
On 1 April 2016, a wholly-owned subsidiary, Ultimate Drive EuroSports Pte. Ltd. (“UDE”) was incorporated. The
principal activities of UDE are the rental and leasing of private cars with and without operator and trading of related
merchandise.
On 24 May 2016, the group through UDE completed the acquisition of the business and assets of short term rental of
premium sportscars (for periods not exceeding two hours) with and without the provision of drivers from third party
vendors. The amount paid by the group to the vendors was $536,095 which comprised the consideration of $503,218
and reimbursements for deposits and certain prepayments made by the vendors to the landlords in connection with
certain leases of $32,878.
The assets and liabilities acquired and goodwill arising from the completion of the acquisition are as follows:
2017$’000
Plant and equipment 150
Advanced bookings cash value (32)
118
Goodwill arising on acquisition:
The goodwill arising on acquisition is as follows:
2017$’000
Consideration transferred 503
Fair value of identifiable net assets acquired (118)
Goodwill arising on acquisition 385
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
97
22. ACQUISITION OF SUBSIDIARIES (CONT’D)
The goodwill was tested for impairment at the end of the reporting year 2017. In view of the unfavourable market
conditions and the challenging business environment, management projected a loss for financial year 2018 budget. Full
impairment of the goodwill has been made and charged to statement of profit and loss in other charges in reporting
year ended 2017. See also Note 7.
A subsidiary, Autoinc Eurosports Pte. Ltd. acquired a 49% equity interest in Exquisite Marques Holding Pte. Ltd. and
related business for $300,000. The group is entitled to 60% economic interest in Exquisite Marques Holding Pte. Ltd.
Also see Note 13.
The net assets acquired and the related fair values were as follows:
2017$’000
Inventories 300
Goodwill arising on acquisition:
The goodwill arising on acquisition is as follows:
2017$’000
Consideration transferred 300
Fair value of identifiable net assets acquired (300)
Goodwill arising on acquisition –
The contributions from the acquired subsidiaries for the period between date of acquisition and the statement of
financial position date and had the transaction been affected at the beginning of the year were as follow:
Group
From date of acquisition in
2017$’000
For the reporting year 2017
$’000
Revenue 1,425 1,658
Loss before tax (957) (1,018)
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
98
23. CAPITAL COMMITMENTS
Estimated amounts committed at the end of the reporting year for future capital expenditure but not recognised in
the financial statements are as follows:
Group
2017$’000
2016$’000
Commitments for construction in progress – 434
The capital commitment were previously in relation to the construction of the properties at 7 and 9 Chang Charn
Road, Singapore 159638. Also see Note 12.
24. OPERATING LEASE PAYMENT COMMITMENTS – AS LESSEE
At the end of the reporting year the total of future minimum lease payment commitments under non-cancellable
operating leases are as follows:
Group
2017$’000
2016$’000
Not later than one year 4,536 4,374
Later than one year and not later than five years 7,669 11,979
Rental expense for the year 5,294 5,434
Operating lease payments are for rentals payable for warehouses, office and showroom premises. The lease rental
terms are negotiated for an average term of six years and rentals are subject to an escalation clause but the amount
of the rent increase is not to exceed a certain percentage.
25. OPERATING LEASE INCOME COMMITMENTS - AS LESSOR
At the end of the reporting year the total of future minimum lease receivables committed under non-cancellable
operating leases are as follows:
Group
2017$’000
2016$’000
Not later than one year 1,657 2,324
Later than one year and not later than five years 2,030 2,918
Rental income for the year 1,910 1,646
Operating lease income commitments are for office premises and leasing of automobiles. The lease rental income
terms are negotiated for an average term of between three to five years.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
99
26. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS
26A. Categories of financial assets and liabilities
The following table categorises the carrying amount of financial assets and liabilities recorded at the end of the
reporting year:
Group Company
2017$’000
2016$’000
2017$’000
2016$’000
Financial assets:
Cash and cash equivalents 5,055 6,655 62 32
Loans and receivables 2,936 3,232 7,227 9,892
At end of the year 7,991 9,887 7,289 9,924
Financial liabilities:
Other financial liabilities at amortised cost 29,574 38,673 – –
Trade and other payables at amortised cost 4,784 4,652 188 131
At end of the year 34,358 43,325 188 131
Further quantitative disclosures are included throughout these financial statements.
There are no significant fair value measurements recognised in the statement of financial position.
26B. Financial risk management
The main purpose for holding or issuing financial instruments is to raise and manage the finances for the entity’s
operating, investing and financing activities. There are exposures to the financial risks on the financial instruments
such as credit risk, liquidity risk and market risk comprising interest rate, currency risk and price risk exposures.
Management has certain practices for the management of financial risks and action to be taken in order to manage
the financial risks. All financial risk management activities are carried out and monitored by senior management staff.
All financial risk management activities are carried out following good market practices.
There have been no changes to the exposures to risk; the objectives, policies and processes for managing the risk and
the methods used to measure the risk.
26C. Fair values of financial instruments
The analyses of financial instruments that are measured subsequent to initial recognition at fair value, grouped into
Levels 1 to 3 are disclosed in the relevant notes to the financial statements. These include both the significant financial
instruments stated at amortised cost and at fair value in the statement of financial position. The carrying values of
current financial instruments approximate their fair values due to the short-term maturity of these instruments and
the disclosures of fair value are not made when the carrying amount of current financial instruments is a reasonable
approximation of the fair value.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
100
26. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)
26D. Credit risk on financial assets
Financial assets that are potentially subject to concentrations of credit risk and failures by counterparties to discharge
their obligations in full or in a timely manner consist principally of cash balances with banks, cash equivalents and
receivables. The maximum exposure to credit risk is: the total of the fair value of the financial assets; the maximum
amount the entity could have to pay if the guarantee is called on; and the full amount of any payable commitments
at the end of the reporting year. Credit risk on cash balances with banks is limited because the counter-parties are
entities with acceptable credit ratings. For credit risk on receivables, an on-going credit evaluation is performed on
the financial condition of the debtors and a loss from impairment is recognised in profit or loss. The exposure to credit
risk with customers is controlled by setting limits on the exposure to individual customers and these are disseminated
to the relevant persons concerned and compliance is monitored by management. There is no significant concentration
of credit risk on receivables, as the exposure is spread over a large number of counter-parties and customers.
Note 17 discloses the maturity of the cash and cash equivalents balances.
The group generally does not grant credit terms except for distributors of watches where an average credit term of 30
days is granted. However, the group may grant credit terms to customers on a case by case basis, depending on the
contract value, relationship with the customer and payment track record of the customer. But some customers take a
longer period to settle the amounts.
(a) Ageing analysis of the age of trade receivable amounts that are past due as at the end of reporting year but not
impaired:
Group
2017$’000
2016$’000
Trade receivables:
Less than 30 days 54 927
31 to 60 days 975 164
61 to 90 days 38 283
Over 90 days 710 919
Total 1,777 2,293
(b) Ageing analysis as at the end of reporting year of trade receivable amounts that are impaired:
Group
2017$’000
2016$’000
Trade receivables:
Over 365 days 435 294
Total 435 294
Other receivables are normally with no fixed terms and therefore there is no maturity. Trade receivable amounts
that are over 365 days have been fully provided as at 31 March 2017 and 31 March 2016.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
101
26. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)
26E. Liquidity risk – financial liabilities maturity analysis
The following table analyses the non-derivative financial liabilities by remaining contractual maturity (contractual and
undiscounted cash flows):
Group Less than1 year$’000
2 – 5 years$’000
After 5 years$’000
Total$’000
2017:
Non-derivative financial liabilities:
Trade and other payables 4,784 – – 4,784
Gross borrowing commitments 16,367 8,504 5,835 30,706
At end of the year 21,151 8,504 5,835 35,490
2016:
Non-derivative financial liabilities:
Trade and other payables 4,652 – – 4,652
Gross borrowing commitments 27,453 7,331 8,113 42,897
At end of the year 32,105 7,331 8,113 47,549
Company Less than1 year$’000
2 – 5 years$’000
After 5 years$’000
Total$’000
2017:
Non-derivative financial liabilities:
Trade and other payables 188 – – 188
Financial guarantee contracts – in favour of certain subsidiaries 66,229 – – 66,229
At end of the year 66,417 – – 66,417
2016:
Non-derivative financial liabilities:
Trade and other payables 131 – – 131
Financial guarantee contracts – in favour of certain subsidiaries 58,089 – –
58,089
At end of the year 58,220 – – 58,220
The above amounts disclosed in the maturity analysis are the contractual undiscounted cash flows and such
undiscounted cash flows differ from the amount included in the statement of financial position. When the counterparty
has a choice of when an amount is paid, the liability is included on the basis of the earliest date on which it can be
required to pay. At the end of the reporting year no claims on the financial guarantees are expected.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
102
26. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)
26E. Liquidity risk – financial liabilities maturity analysis (cont’d)
The liquidity risk refers to the difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. It is expected that all the liabilities will be paid at their contractual
maturity. Purchases of new automobiles are generally conducted on a cash on delivery basis and for purchase of new
demo automobiles, a credit period of 90 days may be granted. The average credit period taken to settle purchases of
automobile parts and accessories and other trade payables is about 30 days (2016: 30 days). The other payables are
with short-term durations. In order to meet such cash commitments the operating activity is expected to generate
sufficient cash inflows. The classification of the financial assets is shown in the statement of financial position as they
may be available to meet liquidity needs and no further analysis is deemed necessary.
Financial guarantee contracts - For financial guarantee contracts the maximum earliest period in which the guarantee
amount can be claimed by the other party is used. At the end of the reporting year no claims on the financial
guarantees are expected to be payable. The financial guarantee contracts relates to the corporate guarantees given
by the company on the banking facilities of certain subsidiaries (Note 20).
Bank facilities:
Group
2017$’000
2016$’000
Undrawn borrowing facilities 23,065 24,047
The undrawn borrowing facilities are available for operating activities and to settle other commitments. Borrowing
facilities are maintained to ensure funds are available for the operations.
26F. Interest rate risk
The interest rate risk exposure is mainly from changes in floating interest rates and it mainly concerns financial
liabilities. The interest income from financial assets including cash balances is not significant. The following table
analyses the breakdown of the significant financial instruments (excluding derivatives) by type of interest rate:
Group
2017$’000
2016$’000
Financial liabilities with interest:
Fixed rates 4,742 1,869
Floating rates 24,832 36,804
Total at end of the year 29,574 38,673
Financial assets with interest:
Fixed rates 4,836 4,903
The interest rates are disclosed in the respective notes.
Sensitivity analysis: The effect on pre-tax profit is not significant.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
103
26. FINANCIAL INSTRUMENTS: INFORMATION ON FINANCIAL RISKS (CONT’D)
26G. Foreign currency risks
Analysis of amounts denominated in non-functional currencies:
Group GBP Euro Total
$’000 $’000 $’000
2017:
Financial assets:
Cash and bank balances 2 12 14
Trade and other receivables 871 374 1,245
Total financial assets 873 386 1,259
Financial liabilities:
Trade and other payables – (650) (650)
Total financial liabilities – (650) (650)
Net financial assets (liabilities) at end of the year 873 (264) 609
2016:
Financial assets:
Cash and bank balances – 95 95
Total financial assets – 95 95
Financial liabilities:
Trade and other payables – (886) (886)
Total financial liabilities – (886) (886)
Net financial liabilities at end of the year – (791) (791)
There is exposure to foreign currency risk as part of its normal business.
Sensitivity analysis: The effect on post-tax profit is not significant.
27. CONTINGENT LIABILITIES AND OTHER COMMITMENTS
Company
2017$’000
2016$’000
Banker’s guarantee in favour of suppliers of certain subsidiaries (secured) 4,221 4,534
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
NOTES TO THE FINANCIAL STATEMENTSEUROSPORTS GLOBAL ANNUAL REPORT 2017
104
28. EVENTS AFTER THE END OF THE REPORTING YEAR
On 19 June 2017, the company incorporated and subscribed for ordinary shares representing 51% equity interest in a
company, Prosper Auto Pte. Ltd. The total issued and paid up share capital of Prosper Auto Pte. Ltd. is S$100.
29. CHANGES AND ADOPTION OF FINANCIAL REPORTING STANDARDS
For the current reporting year new or revised Financial Reporting Standards in Singapore and the related Interpretations
to FRS (“INT FRS”) were issued by the Singapore Accounting Standards Council. Those applicable to the reporting
entity are listed below. These applicable new or revised standards did not require any modification of the measurement
methods or the presentation in the financial statements.
FRS No. Title
FRS 1 Amendments to FRS 1: Disclosure Initiative
30. NEW OR AMENDED STANDARDS IN ISSUE BUT NOT YET EFFECTIVE
For the future reporting years new or revised Financial Reporting Standards in Singapore and the related Interpretations
to FRS (“INT FRS”) were issued by the Singapore Accounting Standards Council and these will only be effective for
future reporting years. Those applicable to the reporting entity for future reporting years are listed below. The transfer
to the applicable new or revised standards from the effective dates is not expected to result in material adjustments to
the financial position, results of operations, or cash flows for the following year.
FRS No. TitleEffective date for periods
beginning on or after
FRS 7 Amendments to FRS 7: Disclosure Initiative 1 January 2017
FRS 109 Financial Instruments 1 January 2018
FRS 115 Revenue from Contracts with Customers 1 January 2018
FRS 115 Amendments to FRS 115: Clarifications to FRS 115 Revenue from Contracts with Customers 1 January 2018
FRS 116 Leases 1 January 2019
FRS 116 Leases effective for annual periods beginning on or after 1 January 2019 replaces FRS 17 and its interpretations.
Almost all leases will be brought onto lessees’ statements of financial position under a single model (except leases
of less than 12 months and leases of low value assets). Lessor accounting, however, remains largely unchanged and
the distinction between operating and finance leases is retained. The management anticipates that FRS 116 will be
adopted in the financial statements when it becomes mandatory and that the application of the new standard will have
a significant effect on amounts reported in respect of the leases.
However, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed.
Singapore-incorporated companies listed on the Singapore Exchange will be required to comply with new financial
reporting standards (to be issued by the Singapore Accounting Standards Council) as identical to the International
Financial Reporting Standards for reporting year beginning on after 1 January 2018. Comparative figures are required.
The management anticipates that new financial reporting standards will be adopted in the financial statements when
they become mandatory. The application of IFRS 1 First-time adoption of IFRS might have a significant effect on
amounts reported in the financial statements. However, it is not practicable to provide a reasonable estimate of that
effect until a detailed review has been completed.
NOTES TO THE FINANCIAL STATEMENTS31 March 2017
EUROSPORTS GLOBAL ANNUAL REPORT 2017
105
STATISTICS OF SHAREHOLDINGSAs at 23 June 2017
STATISTICS OF SHAREHOLDINGS
DISTRIBUTION OF SHAREHOLDERS BY SIZE OF SHAREHOLDINGS
Size of ShareholdingsNo. of
Shareholders% of
Shareholders No. of Shares% of
Shareholders
1 - 99 0 0.00 0 0.00
100 – 1,000 39 9.90 32,700 0.01
1,001 - 10,000 168 42.64 847,800 0.32
10,001 - 1,000,000 172 43.65 19,336,100 7.30
1,000,001 and above 15 3.81 244,783,400 92.37
Grand Total 394 100.00 265,000,000 100.00
TWENTY-THREE LARGEST SHAREHOLDERS
S/No. Name of Shareholder No. of Shares %
1 GOH KIM SAN 75,189,200 28.37
2 CITIBANK NOMINEES SINGAPORE PTE LTD 73,613,000 27.78
3 GOH KIM HUP 63,815,600 24.08
4 RAFFLES NOMINEES (PTE) LTD 7,795,000 2.94
5 CIMB SECURITIES (SINGAPORE) PTE LTD 4,348,000 1.64
6 ONG SIEW GIM 3,450,000 1.30
7 YAP BOH SIM 3,000,000 1.13
8 LEO CHUN KONG 2,888,800 1.09
9 UOB KAY HIAN PTE LTD 2,134,000 0.81
10 LIM SEET HUAT (LIN SHIFA) 1,704,100 0.64
11 OCBC SECURITIES PRIVATE LTD 1,558,700 0.59
12 UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED 1,520,000 0.57
13 HAN SENG JUAN 1,290,000 0.49
14 PENG YANAN 1,277,000 0.48
15 BEN CHNG BENG BENG 1,200,000 0.45
16 FONG CHEE YAN 810,100 0.31
17 ONG TECK BENG 746,000 0.28
18 TAI KOK CHUAN 700,000 0.26
19 TAN KAR ENG JOEL 605,000 0.23
20 NG KIM SWEE 500,000 0.19
21 PETER TEO @ZHANG QINGYING 500,000 0.19
22 SIU YEUNG SAU 500,000 0.19
23 YAN KAM MING 500,000 0.19
Total 249,644,500 94.20
EUROSPORTS GLOBAL ANNUAL REPORT 2017
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STATISTICS OF SHAREHOLDINGSAs at 23 June 2017
STATISTICS OF SHAREHOLDINGS
SUBSTANTIAL SHAREHOLDERS
No. Name Direct interest % Deemed interest %
1 GOH KIM SAN(1) 75,189,200 28.37 40,000,000 15.09
2 GOH KIM HUP(2) 63,815,600 24.08 10,500,000 3.96
Notes:(1) Mr Goh Kim San’s deemed interest is held in a nominee account held by Bank of Singapore Limited.(2) Mr Goh Kim Hup’s deemed interest is held in a nominee account held by Bank of Singapore Limited.
PUBLIC FLOAT
Based on information available to the Company as at 23 June 2017, approximately 28.50% of the Company’s issued ordinary
shares are held in the hands of the public. Accordingly, the Company has complied with Rule 723 of the Catalist Rule.
NOTICE OF ANNUAL GENERAL MEETINGEUROSPORTS GLOBAL ANNUAL REPORT 2017
107
NOTICE IS HEREBY GIVEN that the Annual General Meeting of EuroSports Global Limited (the “Company”) will be held
at East India Rooms, Level 1, Raffles Hotel Singapore, 1 Beach Road, Singapore 189673 on Friday, 28 July 2017 at 2.00 p.m.
for the following purposes:
AS ROUTINE BUSINESS:
1. To receive and adopt the Directors’ Statement and the Audited Financial Statements of the Company for the financial
year ended 31 March 2017 and the Auditor’s Report thereon. (Resolution 1)
2. To re-elect Mr Goh Kim San, being a Director retiring by rotation pursuant to Article 113 of the Constitution of the
Company. [See Explanatory Note (i)] (Resolution 2)
3. To re-elect Mr Tan Siok Sing, being a Director retiring by rotation pursuant to Article 113 of the Constitution of the
Company. [See Explanatory Note (ii)] (Resolution 3)
4. To approve the payment of Directors’ fees of S$120,000 for the financial year ending 31 March 2018, to be paid
quarterly in arrears. (Resolution 4)
5. To re-appoint Messrs RSM Chio Lim LLP as Auditors and to authorise the Directors to fix their remuneration.
(Resolution 5)
6. To transact any other routine business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS:
To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without modifications:
7. SHARE ISSUE MANDATE
That pursuant to Section 161 of the Companies Act, Cap. 50 (the “Companies Act”) and Rule 806 of the Listing
Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited (“SGX-ST”) (“Rules of
Catalist”) and notwithstanding the provisions of the Constitution of the Company, authority be and is hereby given to
the Directors of the Company (the “Directors”) to:
a. (i) allot and issue shares in the capital of the Company (whether by way of rights, bonus or otherwise); and/or
(ii) make or grant offers, agreements or options that may or would require shares to be issued, including
but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other
instruments convertible into shares (collectively, “Instruments”),
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may
in their absolute discretion deem fit; and
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108
b. (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue shares in
pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
(i) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed one hundred per
cent (100%) of the total number of issued shares excluding treasury shares of the Company (as calculated
in accordance with sub-paragraph (ii) below), of which the aggregate number of shares to be granted other
than on a pro-rata basis to shareholders of the Company with registered addresses in Singapore (including
shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not
exceed fifty per cent (50%) of the total number of issued shares excluding treasury shares of the Company
(as calculated in accordance with sub-paragraph (ii) below);
(ii) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph
(i) above, the percentage of the total number of issued shares excluding treasury shares of the Company
shall be calculated based on the total number of issued shares excluding treasury shares of the Company
at the time of the passing of this Resolution, after adjusting for:
(1) new shares arising from the conversion or exercise of any convertible securities;
(2) new shares arising from exercise of share options or vesting of share awards outstanding or
subsisting at the time of the passing of this Resolution, provided the options or awards were granted
in compliance with Part VIII of Chapter 8 of the Rules of Catalist; and
(3) any subsequent bonus issue, consolidation or subdivision of shares;
(iii) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of
the Rules of Catalist for the time being in force (unless such compliance has been waived by the SGX-ST)
and the Constitution for the time being of the Company; and
(iv) unless revoked or varied by the Company in general meeting, the authority conferred by this Resolution
shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date
by which the next Annual General Meeting of the Company is required by law to be held, whichever is the
earlier.
[See Explanatory Note (iii)] (Resolution 6)
8. PROPOSED RENEWAL OF SHARE PURCHASE MANDATE
That:-
(a) for the purposes of Sections 76C and 76E of the Companies Act, the exercise by the Directors of the Company
of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the capital of
the Company (“Shares”) not exceeding in aggregate the Maximum Percentage (as hereafter defined), at such
price or prices as may be determined by the Directors from time to time up to the Maximum Price (as hereafter
defined), whether by way of:
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109
(i) on-market purchase(s) on the SGX-ST; and/or
(ii) off-market purchase(s) effected otherwise than on the SGX-ST in accordance with any equal access
scheme(s) as may be determined or formulated by the Directors of the Company as they consider fit, which
scheme(s) shall satisfy all the conditions prescribed by the Companies Act and the Rules of Catalist,
and otherwise in accordance with all other laws and regulations and rules of the SGX-ST as may for the time being
be applicable, be and is hereby authorised and approved generally and unconditionally (the “Share Purchase
Mandate”);
(b) unless varied or revoked by the Company in general meeting, the authority conferred on the Directors of the
Company pursuant to the Share Purchase Mandate may be exercised by the Directors at any time and from
time to time during the period commencing from the date of the passing of this Resolution and expiring on the
earliest of:
(i) the date on which the next Annual General Meeting of the Company is held or required by law to be held;
(ii) the date on which the purchases or acquisitions of Shares by the Company pursuant to the Share Purchase
Mandate are carried out to the full extent mandated; or
(iii) the date on which the authority conferred by the Share Purchase Mandate is varied or revoked by
shareholders in general meeting;
(c) in this Resolution:
“Maximum Percentage” means that number of issued Shares representing 10% of the total number of issued
Shares as at the date of the passing of this Resolution (excluding any Shares which are held as treasury shares
as at that date);
“Maximum Price” in relation to a Share to be purchased or acquired, means the purchase price (excluding
brokerage, commission, applicable goods and services tax and other related expenses) which shall not exceed:
(i) in the case of a market purchase of a Share, 105% of the Average Closing Price of the Shares; and
(ii) in the case of an off-market purchase of a Share, 120% of the Average Closing Price of the Shares;
“Average Closing Price” means the average of the closing market prices of a Share over the last five (5) market
days on which the Shares are transacted on the Catalist immediately preceding the date of the market purchase
by the Company or, as the case may be, the date of the making of the offer pursuant to the off-market purchase,
and deemed to be adjusted, in accordance with the Rules of Catalist, for any corporation action that occurs after
the relevant five-day period; and
“date of the making of the offer” means the date on which the Company makes an offer for the purchase
or acquisition of Shares from shareholders, stating therein the relevant terms of the equal access scheme for
effecting the off-market purchase;
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110
(d) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts
and things (including executing such documents as may be required) as they and/or he may consider expedient
or necessary to give effect to the transactions contemplated and/or authorised by this Resolution.
[See Explanatory Note (iv)] (Resolution 7)
9. EUROSPORTS PERFORMANCE SHARE PLAN
That the Directors of the Company be and are hereby authorised to offer and grant awards in accordance with the
provisions of the EuroSports Performance Share Plan (the “Performance Share Plan”) and pursuant to Section 161
of the Companies Act, to allot and issue from time to time such number of shares in the capital of the Company as
may be required to be issued pursuant to the vesting of awards under the Performance Share Plan, provided that
the aggregate number of shares to be issued pursuant to the Performance Share Plan and any other share-based
incentive schemes of the Company shall not exceed fifteen per cent (15%) of the total number of shares excluding
treasury shares of the Company from time to time.
[See Explanatory Note (v)] (Resolution 8)
10. EUROSPORTS EMPLOYEE SHARE OPTION SCHEME
That the Directors of the Company be and are hereby authorised to offer and grant options in accordance with the
provisions of the EuroSports Employee Share Option Scheme (the “Scheme”) and pursuant to Section 161 of the
Companies Act, to allot and issue from time to time such number of shares in the capital of the Company as may be
required to be issued pursuant to the exercise of the options under the Scheme, provided always that the aggregate
number of shares to be issued pursuant to the Scheme and any other share-based incentive schemes of the Company
shall not exceed fifteen per cent (15%) of the total number of issued shares excluding treasury shares of the Company
from time to time.
[See Explanatory Note (vi)] (Resolution 9)
By Order of the Board
Loh Lee Eng
Joint Company Secretary
Singapore, 12 July 2017
Notes:
1. Save as provided in the Constitution, a member (other than a Relevant Intermediary*) entitled to attend and vote at the Annual
General Meeting is entitled to appoint up to two proxies to attend and vote in his stead. A proxy need not be a member of the
Company.
2. A Relevant Intermediary may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a
different share or shares held by him (which number and class of shares shall be specified).
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111
3. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of attorney (or
other authority) or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument
of proxy, failing which the instrument may be treated as invalid.
4. The instrument appointing a proxy or proxies, duly executed must be deposited at the Registered Office of the Company at 30 Teban
Gardens Crescent, Singapore 608927 not less than 48 hours before the time appointed for holding the Annual General Meeting.
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing.
Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed under its common seal or under
the hand of its attorney duly authorised.
* A Relevant Intermediary is:
(a) a banking corporation licensed under the Banking Act (Cap. 19) or a wholly-owned subsidiary of such a banking corporation, whose
business includes the provision of nominee services and who holds shares in that capacity; or
(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act
(Cap. 289) and who holds shares in that capacity; or
(c) the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the
subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to
the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to
or in accordance with that subsidiary legislation.
EXPLANATORY NOTES:
(i) Mr Goh Kim San, upon re-election as a Director of the Company, will remain as the Executive Chairman and Chief Executive Officer
of the Company.
(ii) Mr Tan Siok Sing, upon re-election as a Director of the Company, will remain as the Chairman of the Nominating Committee and a
member of the Audit Committee and the Remuneration Committee of the Company. Mr Tan is an Independent Director.
(iii) Resolution 6 proposed in item 7. above, if passed, is to empower the Directors to allot and issue shares in the capital of the Company
and/or Instruments (as defined above). The aggregate number of shares to be issued pursuant to Resolution 6 (including shares to
be issued in pursuance of Instruments made or granted) shall not exceed one hundred per cent (100%) of the total number of issued
shares excluding treasury shares of the Company, with a sub-limit of fifty per cent (50%) for shares issued other than on a pro-
rata basis (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) to shareholders
with registered addresses in Singapore. For the purpose of determining the aggregate number of shares that may be issued, the
percentage of the total number of issued shares excluding treasury shares of the Company will be calculated based on the total
number of issued shares excluding treasury shares of the Company at the time of the passing of Resolution 6, after adjusting for (i)
new shares arising from the conversion or exercise of any convertible securities; (ii) new shares arising from exercise of share options
or vesting of share awards outstanding or subsisting at the time of the passing of Resolution 6, provided the options or awards were
granted in compliance with Part VIII of Chapter 8 of the Rules of Catalist; and (iii) any subsequent bonus issue, consolidation or
subdivision of shares.
(iv) Resolution 7 is to empower the Directors from the date of the above Meeting until the next Annual General Meeting to purchase or
otherwise acquire issued ordinary Shares by way of market purchases or off-market purchases of up to ten per cent (10%) of the total
number of issued Shares (excluding treasury shares) at the Maximum Price in accordance with the terms and conditions set out in
Appendix dated 12 July 2017 to this Notice of Annual General Meeting, the Companies Act and the Rules of Catalist. Please refer to
Appendix dated 12 July 2017 circulated together with the Company’s Annual Report for details.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETINGEUROSPORTS GLOBAL ANNUAL REPORT 2017
112
NOTICE OF ANNUAL GENERAL MEETING
(v) Resolution 8 proposed in item 9. above, if passed, is to authorise the Directors to offer and grant awards in accordance with the
provisions of the Performance Share Plan and to allot and issue shares thereunder.
(vi) Resolution 9 proposed in item 10. above, if passed, is to authorise the Directors to offer and grant options in accordance with the
provisions of the Scheme and pursuant to Section 161 of the Companies Act, to allot and issue shares under the Scheme. The size of
the Scheme is limited to fifteen per cent (15%) of the total number of issued shares excluding treasury shares of the Company for the
time being.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual General Meeting and/
or any adjournment thereof, a member of the Company:
(i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of
the processing and administration by the Company (or its agents) of proxies and representatives appointed for the Annual General
Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other
documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents)
to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”);
(ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company
(or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and
disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or representative(s) for the Purposes; and
(iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as
a result of the member’s breach of warranty.
This Notice of Annual General Meeting (“Notice”) has been prepared by the Company and its contents have been reviewed
by the Company’s sponsor, CIMB Bank Berhad, Singapore Branch (the “Sponsor”), for compliance with the relevant rules
of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), this being the SGX-ST Listing Manual Section B:
Rules of Catalist. The Sponsor has not independently verified the contents of this Notice.
This Notice has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for
the contents of this Notice including the correctness of any of the statements or opinions made or reports contained in
this Notice.
The contact person for the Sponsor is Mr Eric Wong, Director, Investment Banking, Singapore. The contact particulars are
50 Raffles Place, #09-01, Singapore Land Tower, Singapore 048623, telephone: +65 6337 5115.
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PROXY FORM(Please see notes overleaf before completing this Form)
I/We, NRIC/Passport/Company Registration No.
of
being a member/members of EuroSports Global Limited (the “Company”), hereby appoint:
Name NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
and/or failing him/her (delete as appropriate)
Name NRIC/Passport No. Proportion of Shareholdings
No. of Shares %
Address
as my/our proxy/proxies to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company
(“Meeting”) to be held at East India Rooms, Level 1, Raffles Hotel Singapore, 1 Beach Road, Singapore 189673 on Friday, 28
July 2017 at 2.00 p.m. and at any adjournment thereof.
The proxy/proxies shall vote on the Resolutions set out in the notice of Meeting in accordance with my/our directions as
indicated with an “x” in the appropriate space below. Where no such direction is given, the proxy/proxies may vote or abstain
from voting at his/their discretion, on any matter at the Meeting or at any adjournment thereof.
No. Resolutions relating to: For Against
ROUTINE BUSINESS1 Adoption of the Directors’ Statement and the Audited Financial Statements for the financial
year ended 31 March 2017 and the Auditors’ Report thereon (Resolution 1)
2 Re-election of Mr Goh Kim San as a Director (Resolution 2)
3 Re-election of Mr Tan Siok Sing as a Director (Resolution 3)
4 Approval of Directors’ fees amounting to S$120,000 for the financial year ending 31 March 2018, to be paid quarterly in arrears (Resolution 4)
5 Re-appointment of Messrs RSM Chio Lim LLP as Auditors (Resolution 5)
6 Any other business
SPECIAL BUSINESS
7 Authority for Directors to allot and issue new shares (Resolution 6)
8 Approval of the renewal of the Share Purchase Mandate (Resolution 7)
9 Authority for Directors to offer and grant awards and to allot and issue shares in accordance with the provisions of the EuroSports Performance Share Plan (Resolution 8)
10 Authority for Directors to offer and grant options and to allot and issue shares in accordance with the provisions of the EuroSports Employee Share Option Scheme (Resolution 9)
* Please indicate your vote “For” or “Against” with a tick (x) within the box provided.
Dated this day of 2017
Signature(s) of member(s)
or Common Seal of Corporate Shareholder
IMPORTANT: PLEASE READ NOTES OVERLEAF.
IMPORTANT1. An investor who holds shares under the Central Provident Fund Investment
Scheme (“CPF Scheme”) and/or the Supplementary Retirement Scheme (“SRS Investors”) (as may be applicable) may attend and cast his vote(s) at the meeting in person. CPF and SRS Investors who are unable to attend the Meeting but would like to vote, may inform their CPF and/or SRA Approved Nominees to appoint the Chairman of the Meeting to act as their proxy, in which case, the CPF and SRS Investors shall be precluded from attending the Meeting.
2. This Proxy Form is not valid for use by CPF and SRS Investors and shall be ineffective for all intents and purposes if used or purported to be used by them.
EUROSPORTS GLOBAL LIMITED(Incorporated in Singapore)
(Registration No. 201230284Z)
Total Number of Shares held in:
CDP Register
Register of Members
Notes:
1. Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (as defined in Section 81SF of the Securities and
Futures Act, Chapter 289 of Singapore), you should insert that number of shares. If you have shares registered in your name in the Register of Members of the Company, you
should insert that number of shares. If you have shares entered against your name in the Depository Register and shares registered in your name in the Register of Members,
you should insert the aggregate number of shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares held by you.
2. A member of the Company (other than a Relevant Intermediary*), entitled to attend and vote at a meeting of the Company is entitled to appoint up to two proxies to attend and
vote in his stead. A proxy need not be a member of the Company.
3. The instrument appointing a proxy or proxies must be deposited at the Company’s Registered Office at 30 Teban Gardens Crescent, Singapore 608927 not less than 48 hours
before the time set for holding the meeting.
4. Where a member (other than a Relevant Intermediary*) appoints two proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed
as a percentage of the whole) to be represented by each proxy.
5. A Relevant Intermediary may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by him (which
number or class of shares shall be specified).
6. Subject to note 9, completion and return of this instrument appointing a proxy shall not preclude a member from attending and voting at the Meeting. Any appointment of a
proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse to admit any person or
persons appointed under the instrument of proxy to the Meeting.
7. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a proxy or
proxies is executed by a corporation, it must be executed under its common seal or under the hand of its officer or attorney duly authorised. Where an instrument appointing a
proxy or proxies is signed on behalf of the appointor by an attorney, the power of attorney (or other authority) or a duly certified copy thereof must (failing previous registration
with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
8. A corporation which is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its representative at the meeting,
in accordance with Section 179 of the Companies Act, Cap. 50 and the person so authorised shall upon production of a copy of such resolution certified by a director of the
corporation to be a true copy, be entitled to exercise the powers on behalf of the corporation so represented as the corporation could exercise in person if it were an individual.
9. An investor who holds shares under the Central Provident Fund Investment Scheme (“CPF Investor”) and/or the Supplementary Retirement Scheme (“SRS Investors”) (as may
be applicable) may attend and cast his vote(s) at the Meeting in person. CPF and SRS Investors who are unable to attend the Meeting but would like to vote, may inform their CPF
and/or SRS Approved Nominees to appoint the Chairman of the Meeting to act as their proxy, in which case, the CPF and SRS Investors shall be precluded from attending the
Meeting.
* A Relevant Intermediary is:
(a) a banking corporation licensed under the Banking Act (Cap. 19) or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee
services and who holds shares in that capacity; or
(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Cap. 289) and who holds shares in that
capacity; or
(c) the Central Provident Fund Board established by the Central Provident Fund Act (Cap. 36), in respect of shares purchased under the subsidiary legislation made under that Act
providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in
the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly completed or illegible or where the true intentions of the appointor are
not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy or proxies. In addition, in the case of shares entered in the Depository Register,
the Company may reject any instrument appointing a proxy or proxies lodged if the member, being the appointor, is not shown to have shares entered against his name in the Depository
Register as at 72 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to the Company.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy terms set out in the Notice of Annual General
Meeting dated 12 July 2017.
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(Incorporated in the Republic of Singapore on 12 December 2012)(Company Registration No.: 201230284Z)
EUROSPORTS GLOBAL LIMITED30, TEBAN GARDENS CRESCENTSINGAPORE 608927
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